Common use of Delinquent Members Clause in Contracts

Delinquent Members. If SEIS, Modis, or Cayenta wrongfully fails to timely advance all or any portion of any capital contributions or Member loans that it has agreed to make pursuant to the provisions of this Article IV, within 15 days following notice by the Company to such Member (the "Delinquent Member") of such failure, the Company may exercise any one or more of the following rights or remedies: (a) Taking such action as the Managing Members other than the Delinquent Member deem appropriate to obtain payment or provision by the Delinquent Member of that portion of its agreed advance or credit support that is in default, together with interest thereon at the Interest Rate from the date that such advance or credit support was due until the date that such advance is made, at the cost and expense of the Delinquent Member; and (b) Permitting those Members that desire to do so (the "Non-Delinquent Members") to advance that portion of the advance that is in default, with the result that, the sum thus advanced shall be determined to be a loan from the Non-Delinquent Members to the Delinquent Member pursuant to this Article IV. The loan shall have the following terms: (A) the principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Members; (B) the loan shall bear interest at the Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Members; (C) all distributions from the Company that would otherwise be made to the Delinquent Member are hereby assigned by the Delinquent Member to the Non-Delinquent Members (whether before or after dissolution of the Company) until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Members (with all such payments being applied first to interest earned and unpaid and then to principal); and (D) the Non-Delinquent Members shall have the right, in addition to the other rights and remedies granted to them pursuant to this Agreement or available to them at law or in equity, to take such action as the Non-Delinquent Members deem appropriate to obtain payment by the Delinquent Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member.

Delinquent Members. If SEIS, Modis, or Cayenta wrongfully any Member fails to contribute timely advance all or any portion of any capital contributions or Member loans monetary sum that it has agreed to make contribute in respect of Capital Contributions pursuant to the provisions of this Article IV, IV within 15 45 days following notice by the Company to such Member (the "Delinquent Member") of such failure, the Company may exercise exercise, by 15 days' prior written notice to such Member (the "Delinquent Member"), any one or more of the following rights or remedies:: 19 13 (a) Taking such action as the Managing Members other than Member that is not an Affiliate of the Delinquent Member deem deems appropriate to obtain payment or provision by the Delinquent Member of that portion of its agreed advance or credit support contribution that is in default, together with interest thereon at the Interest Rate from the date that such advance or credit support contribution was due until the date that such advance contribution is made, at the cost and expense of the Delinquent Member; and (b) Permitting those Members that desire to do so (the "Non-Delinquent Members") to advance that portion of the advance contribution that is in default, with the result that, at the option of the Non-Delinquent Members: (i) The sum thus advanced shall be determined to be an additional Capital Contribution and the Non-Delinquent Members shall receive additional Membership Units in accordance with Section 4.04(c); or (ii) The sum thus advanced shall be determined to be a loan from the Non-Delinquent Members to the Delinquent Member and a contribution of such sum to the Company by the Delinquent Member pursuant to this Article IV. The loan shall have the following terms: (A) the principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Members; (B) the loan shall bear interest at the Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Members; (C) all distributions from the Company that would otherwise be made to the Delinquent Member are hereby assigned by the Delinquent Member to the Non-Delinquent Members (whether before or after dissolution of the Company) until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Members (with all such payments being applied first to interest earned and unpaid and then to principal); and (D) the Non-Delinquent Members shall have the right, in addition to the other rights and remedies granted to them pursuant to this Agreement or available to them at law or in equity, to take such action as the Non-Delinquent Members deem appropriate to obtain payment by the Delinquent Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member.

Delinquent Members. If SEIS, Modis, or Cayenta wrongfully any Member who is required to make a Capital Contribution under Section 3.4 fails to timely advance make payment when due of all or any portion of its share of any capital contributions or Member loans that it has agreed to make pursuant to the provisions of Capital Contribution required by this Article IV, within 15 days following notice by the Company to such Member Agreement (the a "Delinquent Member") of such failure), the Company may exercise any one or more shall give written notice of the following rights or remedies: (a) Taking such action as the Managing Members other than failure to such Delinquent Member. If the Delinquent Member deem appropriate fails to obtain payment or provision by pay the Delinquent Member amount due within thirty (30) days following delivery of that portion of its agreed advance or credit support that is in defaultsuch notice, together with interest thereon at the Interest Rate from the date that such advance or credit support was due until the date that such advance is made, at the cost and expense then each of the Delinquent Member; and (b) Permitting those other Members that desire to do so (the "Non-Delinquent Contributing Members") to advance that portion of the advance that is in default, with the result that, the sum thus advanced shall be determined to be a loan from the Non-Delinquent Members to the Delinquent Member pursuant to this Article IV. The loan shall have the following terms: (A) the principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Members; (B) the loan shall bear interest at the Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Members; (C) all distributions from the Company that would otherwise be made to the Delinquent Member are hereby assigned by the Delinquent Member to the Non-Delinquent Members (whether before or after dissolution of the Company) until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Members (with all such payments being applied first to interest earned and unpaid and then to principal); and (D) the Non-Delinquent Members shall have the right, in addition but not the obligation, to elect the following (a) To contribute to the other rights and remedies granted to them pursuant to this Agreement or available to them at law or in equityCompany its requested additional capital contribution and, to take if such action as Member so elects, its proportionate share of the Non-capital which the Delinquent Members deem appropriate failed to obtain payment contribute based on such Contributing Member's respective percentage Membership Interest held prior thereto in relation to the Interests held by all Contributing Members who so elect (any contribution made by the Contributing Members in respect of the contribution the Delinquent Members failed to make shall be treated as an additional capital contribution made by such Contributing Members) and the Interests of the Members shall be adjusted in accordance with Section 3.4(b); or (b) To provide to the Company the amount of the capital which the Delinquent Members failed to contribute, in the form of a loan to such Delinquent Members (a "Member Loan"), which Member Loan shall bear interest at rate equal to the prime rate reported in the WALL STREET JOURNAL (or successor publication) for the day prior to the date such Member Loan is made plus one percentage point. Any such Member Loan, plus interest thereon, shall be repaid by the Company directly from amounts otherwise distributable to the Delinquent Member of hereunder by remitting such amount to the principal balance of such loan and all accrued and unpaid interest thereon, at Contributing Member who made the cost and expense of Member Loan. Amounts so paid over to the Contributing Member shall nevertheless be deemed distributions to the Delinquent Member. At the time the Member Loan is made, the Delinquent Member shall be deemed to have made a Capital Contribution to the Company in the amount of the Loan. Upon such deemed Capital Contribution, the Interests of the Members shall be adjusted in accordance with the provisions of Section 3.4(b).