Effect of Feeder Partner Defaults Sample Clauses

Effect of Feeder Partner Defaults. The provisions of Section 2.12 shall apply to each Feeder Vehicle, with respect to each of its Feeder Partners, as if such Feeder Partner held an interest directly in the Fund rather than through such Feeder Vehicle. In particular, upon the default of any Feeder Partner in making required contributions to a Feeder Vehicle and a corresponding failure of such Feeder Vehicle to make its required capital contributions to the Fund, Section 2.12 shall be interpreted and applied as necessary to ensure, to the extent feasible, that only the defaulting Feeder Partner, and none of the Management Company (or any Sponsor Related Limited Partner), the General Partner, or any of their Affiliates, nor any other Feeder Partner of such Feeder Vehicle, is adversely affected as a result of the defaulting Feeder Partner’s default. For this purpose, among other things, rather than notifying such Feeder Vehicle that it will become a Defaulting Partner, the General Partner may notify such Feeder Vehicle that if payment is not made by such Feeder Partner, (a) any election under Section 2.12.1(i) to terminate all or any portion of the Defaulting Partner’s interest in the Fund (including a forfeiture all or any portion of the Defaulting Partner’s Capital Account) (a “Default Charge”) will be applied only to a portion of the interest and Capital Account of such Feeder Vehicle in the Fund corresponding to the Capital Account balance of such Feeder Vehicle which is attributable to the Feeder Partner who has failed to contribute capital to such Feeder Vehicle and (b) the vote or consent of such Feeder Vehicle shall be based upon the Capital Commitment of such Feeder Vehicle less a corresponding amount equal to the Capital Commitment of such Feeder Vehicle which is attributable to such Feeder Partner. For purposes of the reallocation of the Default Charge pursuant to Section 2.11.1(i), any Default Charge imposed on a Feeder Vehicle may be allocated by the Fund to such Feeder Vehicle to reflect amounts which otherwise would have been allocated to the non-defaulting Feeder Partner s of such Feeder Vehicle. If an Feeder Partner fails to contribute capital to a Feeder Vehicle when required, such Feeder Vehicle shall not be separately obligated to contribute such amount to the Fund (unless and until such Equity Feeder Partner makes its contribution) and notwithstanding Section 2.4 may make a partial contribution.
Sample 1
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Related to Effect of Feeder Partner Defaults

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  • Effect of Force Majeure If either Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act, that Party shall be excused from whatever performance is affected by the Force Majeure Act to the extent so affected, provided that:

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  • Effect of Force Majeure Event If either party to this contract cannot meet an obligation under this contract because of an event outside the control of that party (‘a force majeure event’):

  • Effect of Default If Tenant is in Default, Landlord is irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any transferee under any sublease, license or other occupancy agreement to make all payments under such agreement directly to Landlord (which Landlord shall apply towards Tenant’s obligations hereunder) until such Default is cured. Such transferee shall rely upon any representation by Landlord that Tenant is in Default, whether or not confirmed by Tenant.

  • Effect of Event of Default If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

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  • Events of Force Majeure Neither Party shall be held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the Party so failing or delaying. For purposes of this Agreement, force majeure is defined as causes beyond the control of the Party, including, without limitation, acts of God; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event Medistem or Licensee, as the case may be, shall immediately notify the other Party of such inability and of the period for which such inability is expected to continue. The Party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled and the 30 days thereafter. To the extent possible, each Party shall use reasonable efforts to minimize the duration of any force majeure.

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