FAILURE TO CONTRIBUTE. Pursuant to Section 00-00-000 of the Act, any contribution must be satisfied by the Member within sixty (60) days from the date of the call for capital. If a Member fails to make its required contributions to the Company, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the Act may be pursued, including allowing the individual to become a Member without a transferable interest, provided there is unanimous consent from all Members who have satisfied their contribution obligations.
FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding.
(b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions).
(c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”)....
FAILURE TO CONTRIBUTE. If a Member (“Delinquent Member”) does not contribute all or any portion of the Capital Contribution required pursuant to and at the time required by, such Member’s Commitment, the Company may sell additional interests in the Company to existing Members on a Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Members of the Company do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Member is called to contribute 10%, and the Member fails to contribute, the dilution will actually count towards their Percentage Interest at a rate of 1.5 times the value and it will instead be attributed to the value of the purchasing Member or third party.
FAILURE TO CONTRIBUTE. A. Should (i) any Developer fail to contribute timely its Development Stage Contribution, or (ii) any Member fail to contribute on the date requested by the Executive Committee either (a) its Additional Development Land Contribution pursuant to Section 4.3, above, or (b) its Shortfall Contribution pursuant to Section 4.4, above (“Non-Contributing Member”), all, some or one of the other Members who are not themselves Defaulting Members (“Other Members”) shall be entitled to make non-recourse loans secured by the Non-Contributing Member’s Interest in the Company (“Non-Contribution Loans”) to the Non-Contributing Member in the amount of the cash Capital Contribution which the Non-Contributing Member failed to make. If more than one (1) Other Member elects to make a Non-Contribution Loan to the Non-Contributing Member, then such Other Members shall make the Non-Contribution Loans pro rata in accordance with their relative Percentage Interests. The Non-Contribution Loan shall bear interest at a default interest rate which is the greater of the following (the “Default Interest Rate”): (i) twenty percent (20%) per annum, or (ii) the reference rate of Bank of America NT&SA, plus six percent (6%) per annum, in either case, compounded monthly. The Members acknowledge and agree that the foregoing Default Interest Rate is a default rate of interest. Accordingly, to the extent the Default Interest Rate exceeds that which would otherwise be permitted by law, such excess interest is intended to reflect a liquidated damages amount for the default of the Non-Contributing Member and not a penalty. Instead, such excess interest constitutes a good faith estimate by the Members to estimate the actual damages resulting from the Non-Contributing Member’s default. The Members agree that such estimate is reasonable. Notwithstanding anything herein to the contrary, all distributions which would otherwise be made to the Non-Contributing Member under Sections 4.3A(1)(b)(v), 6 and 14.3, below shall be paid over to the Other Members who had made Non-Contribution Loans, in proportion to the outstanding balance(s) of the Non-Contribution Loan(s) made by such Other Members, until their Non-Contribution Loans to the Non-Contributing Member, including all interest accrued thereon, are repaid in full. Any such amounts shall be deemed to have been distributed to the Non-Contributing Member and applied by the Non-Contributing Member to repay the Non-Contribution Loan(s). Further, the Non-Contr...
FAILURE TO CONTRIBUTE. (a) If a Member fails to contribute all or any portion of a Capital Contribution that it is required to make in accordance with this Agreement, and such failure continues for five (5) Business Days after receipt by such Member of written notice thereof from the Company or any Member (a “Contribution Default”), then the non-Defaulting Member may (in its sole discretion) advance or contribute all or any portion of the amount of the Defaulting Member’s Capital Contribution that is the cause of the Contribution Default. If the non-Defaulting Member makes any such advance or contribution, (i) the amount of such advance or contribution and the amount of the non-Defaulting Member’s Capital Contribution for the applicable Capital Call shall be treated as a “Default Advance” or a “Default Contribution”, as the case may be, for purposes of this Agreement and (ii) the non-Defaulting Member shall notify the Company in writing as to whether the amounts paid by the Member constitute Default Advances or Default Contributions. In lieu of making a Default Advance or a Default Contribution, the non-Defaulting Member may request in writing that the Company return the non-Defaulting Member’s Capital Contribution for the applicable Capital Call, and the Company shall do so within five (5) Business Days of the non-Defaulting Member’s written request.
(b) The amount of any Default Advance shall constitute a loan from the applicable non-Defaulting Member to the Company. The Default Advance shall bear interest, compounding quarterly, at the Default Interest Rate from the date on which the Default Advance is made until the date that the loan, together with all interest accrued thereon, is repaid to the non-Defaulting Member. The Default Advance and any interest thereon shall be paid by the Company to the non-Defaulting Member in accordance with Section 5.6(a)(i).
(c) The amount of any Default Contribution shall constitute a Capital Contribution by the applicable non-Defaulting Member to the Company. Distributions with respect to the Default Contribution and the Priority Return with respect to the Default Contribution shall be made by the Company to the non-Defaulting Member in accordance with Section 5.6(a)(ii).
FAILURE TO CONTRIBUTE. If a Member (a "Defaulting Member") fails to make any Additional Capital Contribution in full within the required time, then a Member who has paid its Profit Ratio of the required Additional Capital Contribution (a "Performing Member") may take any or all of the following actions:
(a) Take any and all action (including litigation) on behalf of the Company or in the Performing Member's own right to obtain payment of the Defaulting Member's Additional Capital Contribution, together with interest thereon at the Default Interest Rate from the date the Additional Capital Contribution was due, all at the cost and expense of the Defaulting Member.
(b) Make an advance to the Company in an amount up to the Additional Capital Contribution that the Defaulting Member failed to make. Such advance shall be treated as a loan to the Defaulting Member by the Performing Member (an "Interim Loan"), payable on demand with interest at the Default Interest Rate from the date such advance was made. If the Defaulting Member fails to repay the interim Loan with interest within fifteen (15) days after a written demand for payment, then the Performing Member may elect by written notice to the Defaulting Member (a "Dilution Notice") to convert the Interim Loan and all accrued interest thereon to an Additional Capital Contribution and dilute the Profit Ratio of the Defaulting Member. If the performing Member elects to dilute the Profit Ratio of the Defaulting Member, then the Profit Ratio of the Members shall be adjusted so that they are in proportion to their total Additional Capital Contributions to the Company. For purposes of determining the voting tights of the Members, such adjustment shall be effective as of the date of the Dilution Notice; for purposes of allocating income and loss, such adjustment shall be effective as of the first day of the month immediately following the date of the Dilution Notice. If a Defaulting Member does not cure its default within six (6) Months of the date of the Dilution Notice, the reallocation of the Profit Ratio shall be permanent and the Defaulting Member shall not be permitted to subsequently cure the default and restore the prior Profit Ratio without the express prior written consent of the Performing Member, which may be granted or withheld in the discretion of the Performing Member.
FAILURE TO CONTRIBUTE. (a) If a Member does not contribute, within 10 Days of the date required, all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the other Members may cause the Company to exercise, on notice to
FAILURE TO CONTRIBUTE. If a Member (the “Defaulting Member“) fails to make such Member’s Additional Capital Contribution within the time period prescribed in Section 5.2(g), and the other Member (the “Non‑Defaulting Member”) has made its Additional Capital Contribution in accordance with this Agreement, the Non-Defaulting Member shall notify the Defaulting Member of said failure and the Non‑Defaulting Member shall have the right, but not the obligation, to:
FAILURE TO CONTRIBUTE. If a Member (a “Delinquent Member”) does not contribute within three (3) days of the date required all or any portion of a Capital Contribution that Member is required to make as provided in this Company Agreement, the remaining Members in proportion to their Allocable Shares or in such other percentages as they may agree may make the Capital Contribution that the Delinquent Member failed to make and the Allocable Shares of the Members, including the Delinquent Member, shall be adjusted to reflect the Delinquent Member’s failure to make the Capital Contribution and the resulting increase in the Capital Accounts of the remaining Members and appropriate adjustments in the Members’ Company Interests.
FAILURE TO CONTRIBUTE. If a Limited Partner (“Delinquent Limited Partner”) does not contribute all or any portion of the Capital Contribution required pursuant to and at the time required by, such Limited Partner’s Commitment, the Company may sell additional interests in the Company to existing Limited Partners on a Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Limited Partners of the Company do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Limited Partner is called to contribute 10%, and the Limited Partner fails to contribute, the dilution will actually affect their Percentage Interest at a rate of 1.5 times the value and it will instead be attributed to the value of the purchasing Limited Partner or third party.
