Defaulting Investors Sample Clauses

Defaulting Investors. At any time following the date hereof and prior to the Closing Date, if any Investor has materially breached this Agreement, including any representation, warranty or covenant contained herein and, if such provision can be cured, has not been cured within 5 days of notice from the Affinion Parties or an Investor that has not materially breached this Agreement (such defaulting Investor, a “Defaulting Investor”), (i) the non-Defaulting Investors shall have the obligation, based on relative amount of the Defaulting Investor’s Purchase Percentage assumed, to acquire such Defaulting Investors’ Purchase Percentage and (ii) prior to any acquisition of under clause (i), (x) such Defaulting Investors’ Purchase Percentage shall not be included in any calculation for purposes of determining any vote or otherwise under this Agreement other than Section 7.01(b) of this Agreement or the Support Agreement and (y) such Defaulting Investors shall not have any rights under this Agreement. Upon the acquisition of any Defaulting Investors’ Purchase Percentage, the Investors and the Affinion Parties shall prepare an updated Schedule A. Each of the Affinion Parties and the Investors shall cooperate in good faith to negotiate any reallocation of the Purchase Percentages in connection with the acquisition of a Defaulting Investors’ Purchase Percentage in accordance with this Section 8.15. For the avoidance of doubt, if the Defaulting Investor was an Initial Investor, the performing Defaulting Investors that (i) are Initial Investors and (ii) acquire such Defaulting Investors’ Purchase Percentage, shall be entitled to their pro rata amount, based on such Initial Investor’s Purchase Percentage (adjusted for the removal of the Defaulting Investors’ Purchase Percentage), of the Financing Fee of such Defaulting Investor.
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Defaulting Investors. If one or more Investors defaults in its obligation to pay its Acquisition Amount pursuant to Section 2.1 (each such Investor shall be called a "Defaulting Investor" and the aggregate amount of such defaulted obligations being herein called the "Falcon Transfer Price Deficit"), then upon notice from the Agent, each Investor other than the Defaulting Investors (a "Non-Defaulting Investor") shall promptly pay to the Agent, in immediately available funds, an amount equal to the lesser of (x) such Non-Defaulting Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Investors) of the Falcon Transfer Price Deficit and (y) the unused portion of such Non-Defaulting Investor's Commitment. A Defaulting Investor shall forthwith upon demand pay to the Agent for the account of the Non-Defaulting Investors all amounts paid by each Non-Defaulting Investor on behalf of such Defaulting Investor, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Investor until the date such Non-Defaulting Investor has been paid such amounts in full, at a rate per annum equal to the Federal Funds Effective Rate plus 2%. In addition, without prejudice to any other rights that Falcon may have under applicable law, each Defaulting Investor shall pay to Falcon forthwith upon demand, the difference between such Defaulting Investor's unpaid Acquisition Amount and the amount paid with respect thereto by the non-Defaulting Investors, together with interest thereon, for each day from the date of the Agent's request for such Defaulting Investor's Acquisition Amount pursuant to Section 2.1 until the date the requisite amount is paid to Falcon in full, at a rate per annum equal to the Federal Funds Effective Rate plus 2%.
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Defaulting Investors. In the event that a Common Unitholder fails to pay all or any portion of the purchase price due from such Common Unitholder on any Catch-Up Date or Drawdown Date and such default remains uncured for a period of ten (10) Business Days after the written notice of such failure is given by the Fund to the Common Unitholder, the Fund shall be permitted to declare such Common Unitholder to be in default of its obligations under this Agreement (any such Common Unitholder, a “Defaulting Investor”) and shall be permitted to pursue one or any combination of the following remedies: (a) the Fund may prohibit the Defaulting Investor from purchasing additional Units on any future Drawdown Date or otherwise participating in any future investments in the Fund; (b) Fifty percent (50%) of the Units then held by the Defaulting Investor shall be automatically transferred on the books of the Fund, without any further action being required on the part of the Fund or the Defaulting Investor, to the other Common Unitholders (other than any other Defaulting Investor), pro rata in accordance with their respective Capital Commitments; provided, however, that notwithstanding anything to the contrary contained in this Agreement, no Units shall be transferred to any other Common Unitholder pursuant to this Section 5.5(b) in the event that such transfer would (A) violate the Securities Act, the Investment Company Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Fund or such transfer would, (B) based on a written opinion of such Defaulting Investor’s counsel (which opinion and counsel shall be reasonably acceptable to the Fund) constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or (C) cause all or any portion of the assets of the Fund to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent the Common Unitholder from receiving a partial allocation of its pro rata portion of Units); provided, further, that any Units that have not been transferred to one or more other Common Unitholders pursuant to the previous proviso shall be allocated among the participating other Common Unitholders pro rata in accordance with their respective Capital Commitments. The provisions of in this Section 5.5(b) constitute specified p...
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Defaulting Investors. If any Committed Investor fails to fund its applicable Draw Down Request Amount on the Closing Date or any Subsequent Funding Date, such Committed Investor shall be a “Defaulting Investor,” and the aggregate of all such Defaulting Investors’ unfunded commitment amount shall be the “Defaulting Amount.” In such event, the Company shall immediately notify the Investor of the Defaulting Amount on or prior to the Closing Date or Subsequent Funding Date. If the Investor is not a Defaulting Investor, it shall, within two Business Days from the Closing Date or Subsequent Funding Date, as applicable, notify the Company whether it elects to fund the Defaulting Amount. Within two Business Days thereafter, the Company shall notify the Investor of its Proportionate Percentage of the Defaulting Amount, and the Investor and the Company shall then agree on a new closing date within five days from the receipt of such notice to fund its amount. An Investor may elect to fund all or any portion of the Defaulting Amount in its sole discretion. Notwithstanding any Investor’s classification as a “Defaulting Investor” pursuant to this Section 2.4, such Investor reserves all rights with respect to any defenses or claims it may have against the Company with respect to this Agreement or the Registration Rights Agreement.
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Defaulting Investors. To the Company’s knowledge, below is a list of Defaulting Investors and their unfunded Capital Commitments: 1. [______]
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Defaulting Investors. At any time, one or more Investors holding more than 15% of the Capital Commitments in the aggregate have failed in any material respect to comply with any of their respective obligations under the Subscription Agreements; provided, however, that (x) no Event of Default pursuant to this Section 7.1(i) shall result from the payment of a Capital Contribution by an Investor pursuant to a Capital Call Notice no later than ten (10) days after the due date therefor under the provisions of the Subscription Agreement so long as the aggregate amount of Capital Contributions that are not paid when due pursuant to the Subscription Agreement in connection with such Capital Call Notice does not exceed 15% of the aggregate amount of Capital Contributions called by Borrower pursuant to such Capital Call Notice, and (y) no Event of Default pursuant to this Section 7.1(i) shall result from such Investor funding a Capital Contribution with a Specified Capital Contribution within the time period set forth in the definition thereof; provided further, that for the avoidance of doubt, (1) an Investor’s failure to fund their Capital Commitment when due shall be deemed to be material (subject to the terms of the foregoing clause (x)) and (2) an Investor’s failure in any respect to comply with any of their respective obligations under the applicable Subscription Agreement in a manner that is material and adverse to the interests of Agent and the Lenders shall be deemed to be material; or
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Defaulting Investors. One or more Investors (other than Eligible Investors and Designated Eligible Investors) that individually or in the aggregate have Capital Commitments aggregating twenty percent (20%) or more of the total Capital Commitments (of all Investors) shall (in one transaction or series of related transactions) become Defaulting Subscribers, or repudiate, or default in, their obligation to pay any portion of such Investor’s Unfunded Capital Commitments (or obligations in respect of such Investor’s Unfunded Capital Commitments) when due in accordance with each Capital Call Notice;
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Defaulting Investors. [***]. [***]
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Defaulting Investors. ‌ 4.7.1 If any Partner fails to pay any amount specified in a Drawdown Notice given to that Partner or any other amount required to be funded by such Partner hereunder (the "Defaulted Amount") on or before the due date for such payment and fails to remedy such default within 10 Business Days of the General Partner giving the Defaulting Investor written notice to remedy the default (a "Default"), then such Investor shall, for the duration of such Default, be designated as a defaulting Investor under this Agreement (a "Defaulting Investor") and thereafter be subject to the provisions of clause 4.7.2. The‌ General Partner shall notify the Advisory Boards and each Partner of any Default (including the amount of any such Default) within five Business Days of such Default, and the action that the General Partner intends to take in respect of such Default. 4.7.2 The General Partner may, in its sole discretion, take any or all or none of the following actions with respect to a Defaulting Investor, provided that the General Partner shall report to the Advisory Boards on the actions that it has taken (and on the actions that it has decided not to take) with respect to a Defaulting Investor:‌ 4.7.2.1 The General Partner shall be entitled and is hereby irrevocably authorised by the Defaulting Investor to Dispose of all or part of the Defaulting Investor's interest in the Partnership to the Investors, on a pro rata basis, relative to their respective Committed Capital, at such price and on such terms and conditions as the General Partner in its reasonable, good faith discretion deems fit. 4.7.2.2 Without prejudice to its rights under clause 4.7.5, the General Partner may: (i) reduce amounts otherwise distributable to such Defaulting Investor by up to 100% effective from and after the date of such Default, and withhold the remaining percentage of any future distributions that otherwise would be payable to such Defaulting Partner pursuant to clause 10 until the winding-up and dissolution of the Partnership; and
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Related to Defaulting Investors

  • Defaulting Lenders Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

  • Defaulting Lender Waterfall Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

  • Defaulting Lender Cure If the Borrower, the Administrative Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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