Failure to Fund a Capital Contribution Sample Clauses

Failure to Fund a Capital Contribution. If a Member fails to fully fund when due any Closing Contribution, such Member (the “Defaulting Member”) shall have no further rights in the LLC or the Property (and for the avoidance of doubt shall be deemed to have forfeited its capital account and shall have no right to any return of any portion of the Purchase Agreement Deposit or any other amounts previously contributed to the LLC, whether or not the LLC proceeds with the closing or receives a refund of the Purchase Agreement Deposit or such other amounts). In furtherance of the foregoing, the Defaulting Member shall assign its interest and any rights pertaining to such interest, in the LLC to the other Member (the “Non-Defaulting Member”) or the Non-Defaulting Member’s designee in the manner reasonably proposed by the Non-Defaulting Member. In furtherance of the foregoing, a Defaulting Member shall, upon demand from the Non-Defaulting Member, cause the LLC to assign the Purchase Agreement to any other entity directed by the Non-Defaulting Member, and cooperate with the Non-Defaulting Member to structure the Acquisition in a manner that complies with the Purchase Agreement, it being understood that a Defaulting Member shall have no economic interest in the Acquisition thereafter but shall remain involved solely to effectuate the acquisition by the Non-Defaulting Member. For the avoidance of doubt, the remedies described in this Section 3.2.1(d) shall be the Non-Defaulting Member’s and the LLC’s sole and exclusive remedies against the Defaulting Member with respect to such Defaulting Member’s failure to fund a Closing Contribution.
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Related to Failure to Fund a Capital Contribution

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

  • Members Capital Contributions (a) Initial Capital Contribution. The initial Capital Contribution described on Schedule 1 (the “Property”) was made by the previous Member.

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

  • Capital Contribution Capital Contribution" means any contribution to the capital of the Company in cash or property by the Sole Member pursuant to Article V.

  • Additional Funds and Capital Contributions .. 22 Section 4.4 Stock Option Plan................................... 23 Section 4.5 No Interest; No Return.............................. 24 Section 4.6 Conversion or Redemption of Preferred Shares........ 24

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

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