Failure to Fund Capital Contributions. If a Member fails to contribute an amount equal to the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice (the “Failing Member”), and if the other Member (the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice by the Non-Failing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more of the following may occur, at the option and election of the Non-Failing Member, which election shall be specified in the Notice of Intention: (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been dis...
Failure to Fund Capital Contributions. If a Member shall fail to timely make any Capital Contribution required pursuant to Section 2.2(b) (such Member being hereinafter referred to as a “Non-Contributing Member”), the Managing Member (or, if the Managing Member fails to do so, any other Member) shall promptly give the other Members notice of the amount not funded by the Non-Contributing Member (such amount being hereinafter referred to as the “Failed Contribution”), and if one or more of such other Members shall have funded its ratable share of the Capital Contribution in question (each a “Contributing Member” and collectively, the “Contributing Members”), each Contributing Member shall have the right within fifteen (15) days after receipt of such notice to fund its pro rata portion of such Failed Contribution (such amount of all or any part of a Failed Contribution funded by such Contributing Member, the “Funded Amount”), and elect, at its sole election, to make such Additional Capital Contribution (i) as an Additional Capital Contribution by the Contributing Members (in which event the provisions of Section 2.2(d)(i) shall apply) or as (ii) a priming capital contribution to the Company in the amount of the Additional Capital Contribution required to be made by the Non-Contributing Member (the “Priming Capital Contribution”) (in which event the provisions of Section 2.2(d)(ii) shall apply).
Failure to Fund Capital Contributions. (a) If a Shareholder (any such Shareholder being a “Non-Funding Party”) fails to fund by the required Funding Date all or any portion of its respective Required Contributions or Agreed Contributions (or delivers written notice to the Company and each other Shareholder prior to the required Funding Date that it does not intend to fund all or any portion of its respective Required Contributions or Agreed Contributions), then the Shareholders other than the Non-Funding Party (such other Shareholders, collectively, the “Funding Party”) shall have the right (but not the obligation) to fund any portion of the amount left unfunded (the “Unfunded Amount”). Any amount so funded by the Funding Party (a “Funding Amount”) shall be treated as a subscription for Equity Shares in accordance with Section 7.5(b) below.
(b) Subject to Laws, each Funding Party may within twenty (20) Business Days of the required Funding Date deliver written notice to the Company electing to take up some or all of the Funding Amount and instructing the Company to apply such Funding Amount to the subscription and purchase of Equity Shares (and the Company shall treat such executed application form in accordance with the Act). If notices received by the Company on the twentieth (20th) Business Day following the Funding Date in respect of Funding Amounts exceed the aggregate Unfunded Amount then the actual Funding Amount accepted from each Funding Party shall be determined pro rata by reference to the number of Equity Shares held by each Funding Party as a proportion of all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts to the subscription for Equity Shares at a subscription price equal to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Fair Market Value. Notwithstanding anything else set forth in this Agreement, the non-breaching Party shall not have any right to seek indemnification pursuant to Article XIII if such Party has subscribed to Equity Shares in accordance with this Section 7.5 at a discount from Fair Market Value. Any election to apply a Funding Amount into Equity Shares per the above shall be considered legally binding as among the Parties, even if the same remains subject to consent or approval by Governmental Authorities or Third Parties, and the Parties agree that should any consent from any such Governmental Authority or Third Party in connection with such ...
Failure to Fund Capital Contributions. (a) Except as otherwise provided in Section 5.02, if any Member fails to pay in full when due (any such date, a “Due Date”) any undisputed amount owed to the Company under a Call Notice issued pursuant to this Article V, and if such failure is not cured within 20 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such default (a “Default Notice”) to the Defaulting Member and the Affected Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay. If such Member cures such failure within such 20 day period, the Company shall issue Class A Units or Class B Units to the Defaulting Member in accordance with Section 5.02 (as applicable based on the subsection of Section 5.02 pursuant to which such Call Notice was issued) as if such capital contributions were timely made thereunder.
(b) Any amount in Default and not paid when due under this Agreement shall bear interest at the Interest Rate from the applicable Due Date to the date of payment.
Failure to Fund Capital Contributions. (a) If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company under a Call Notice issued pursuant to this ARTICLE V, and if such failure is not cured within 10 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such default (a “Default Notice”) to the Defaulting Member and each Affected Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay.
(b) Any amount not paid when due under this Agreement shall bear interest at the Interest Rate from the applicable Due Date to the date of payment.
Failure to Fund Capital Contributions. (a) If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company under a Call Notice issued pursuant to this Article V, and if such failure is not cured within 10 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such Default (a “Default Notice”) to the Defaulting Member and the non-Defaulting Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay (the “Default Amount”).
(b) Any amount not paid when due under this Agreement shall bear interest at the Default Rate from the applicable Due Date to the date of payment.
Failure to Fund Capital Contributions. If a Party does not fund all or any portion of a Capital Call by the due date specified in a draw-down notice properly delivered in accordance with Section 4.2 and Section 4.3, the non-funding Party (either Bunge Netherlands or Solazyme, Inc.) shall be provided with a notice of deficiency and shall have ten (10) Business Days to fund the deficient portion of its Capital Call. If the non-funding Party fails to pay the deficient portion of the Capital Call within such ten (10) Business Day period, then the other Party (to the extent that such other Party has fully funded its Capital Call) shall have the opportunity to fund the deficient portion of the non-funding Party’s Capital Call and if it does so, the Parties’ respective Percentage Interests shall be adjusted to reflect the funding Party’s increased capital contribution. If neither Party funds the deficient portion of a Capital Call, the respective Percentage Interests of the Parties shall be adjusted to reflect the unequal Capital Contributions. The adjustment of the Percentage Interests due to the failure to make equal Capital Contributions under this Article 4 shall be made on the basis of the total cash contributions made by each Party to the Company. Exhibit C provides an example of how this adjustment is calculated. The failure of a Party to fund all or any portion of a Capital Call shall not be deemed a material breach of this Agreement, and the adjustment set forth in this Section 4.4 shall be the sole remedy for any such failure.
Failure to Fund Capital Contributions. (a) If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company under a Call Notice issued pursuant to this ARTICLE V, and if such failure is not cured within 10 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such default (a “Default Notice”) to the Defaulting Member and each Affected Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay.
(b) Any amount not paid when due under this Agreement shall bear interest at the Interest Rate from the applicable Due Date to the date of payment.
