Failure to Make Additional Capital Contributions Sample Clauses

Failure to Make Additional Capital Contributions. 3.1.4.1. The Company shall be entitled to enforce the obligations of each Member required to make Additional Capital Contributions pursuant to Section 3.1.3. of this Agreement and the Company shall have all remedies available at law or in equity in the event any such Additional Capital Contribution is not so made. 3.1.4.2. If any Member shall fail to make his, her or its Additional Capital Contribution as required pursuant to Section 3.1.3. of this Agreement (each such Member being thereafter referred to as a Non-Contributing Additional Capital Member"), and if a Non-Contributing Additional Capital Member shall not have timely made his, her, or its Additional Capital Contribution within ten (10) business days of receipt of written notice of such failure from the Manager(s), then the Manager(s) shall give notice of such failure to the other Member(s) and the amount of the Additional Capital Contribution not funded by a Non-Contributing Additional Capital Member (a Failed Additional Capital Contribution") and, within ten (10) business days after receiving notice of such failure, any Member not in default with respect to a Failed Additional Capital Contribution may elect to fund a portion of a Non-Contributing Additional Capital Member's Failed Additional Capital Contribution (each such funding Member is referred to as a ''Contributing Additional Capital Member1). Each such Contributing Additional Capital Member shall have the right to fund a portion of a Non-Contributing Additional Capital Members Failed Additional Capital Contribution pro-rata in proportion to the relative Interests of such Contributing Additional Capital Members in such other proportions as they all may agree. 3.1.4.3. If one or more Contributing Additional Capital Members elect to make up a Failed Additional Capital Contribution for a Non-Contributing Additional Capital Member, the Interest of a Contributing Additional Capital Member shall be increased to a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when the aggregate amount of the Failed Additional Capital Contribution funded by a Contributing Additional Capital Member is added to the total Capital Contributions and Additional Capital Contributions made by such Contributing Additional Capital Member and is divided by the sum of all Members' Capital Contributions and Additional Capital Contributions as of such date (inducing the aggregate Failed Additional Capital Contribution amount...

Failure to Make Additional Capital Contributions. In the event a Member fails to make all of its Additional Capital Contribution (“Defaulting Member”) as required in Section 6.05(e)(i), Section 8.04(a), Section 8.04(b), Section 8.04(e) or Section 8.04(f) on the due date (the “Contribution Default Date”), the following shall apply (noting, however, that any failure to meet any required Mandatory Cost Overrun Funding Obligation is separately addressed under Section 8.04(d) below): (i) the Defaulting Member’s voting rights and rights to participate in the management of the business of the Company (including but not limited to as a Manager for Management Committee participation, and for Major Decisions) shall automatically be suspended until paid in full; and (ii) the non-Defaulting Member(s) may (but shall not be obligated to) contribute the unpaid portion of the Defaulting Member’s Additional Capital Contribution (a “Shortfall”) as a shortfall funding (a “Shortfall Funding”). If there is more than one non-Defaulting Member desiring to make the Shortfall Funding on behalf of the Defaulting Member to cover the Shortfall, then such non-Defaulting Members shall be entitled to contribute the Defaulting Member’s Additional Capital Contribution in such amounts as they may agree among each other, or, in the absence of such agreement, in proportion to their respective Capital Percentages. Except with respect to Shortfall Fundings made pursuant to Section 8.04(d), which shall receive the Priority Contribution Priority Return, Shortfall Funding contributions are entitled to receive the Shortfall Funding Priority Return.

Failure to Make Additional Capital Contributions. In the event that there is a Defaulting Member, the Non-defaulting Member may, in addition to any other remedy available at law or in equity, elect by twenty (20) days written notice to the Defaulting Member either (i) not to make the Additional Capital Contribution otherwise required to be made by such Non-defaulting Member, in which case neither of the Class A Members shall be deemed to be a Defaulting Member, or (ii) to make the Additional Capital Contribution otherwise required to be made by such Non- defaulting Member and to advance the Default Amount to the Company, with the following results: (i) the sum advanced constitutes a loan from the Non-defaulting Member to the Defaulting Member and a Capital Contribution of that sum to the Company by the Defaulting Member pursuant to the applicable provisions of this Agreement; (ii) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefor by the Non-defaulting Member to the Defaulting Member; (iii) the amount lent bears interest at a rate equal to twelve percent (12%) per annum, compounded annually from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Non-defaulting Member; (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after dissolution of the Company) instead shall be paid to the Non-defaulting Member until the loan and all interest accrued on it have been paid in full to the Non-defaulting Member (with payments being applied first to accrued and unpaid interest and then to principal), and (v) the Non-defaulting Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Non-defaulting Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member.

Failure to Make Additional Capital Contributions. If any Partner (the "Defaulting Partner") fails or refuses to pay any additional Commitment to the Partnership within the thirty (30) day period provided for in Section 3.1, the Defaulting Partner's right to receive distributions from the Partnership or vote on any Partnership matter shall be immediately suspended. Unless a portion of the Defaulting Partner's interest in the Partnership is acquired by another Partner pursuant to the terms hereof, the Defaulting Partner shall continue to be allocated such Partner's share of Partnership income, gains, losses, deductions and credits. Except as otherwise provided in this Section, the suspension shall remain in effect from the date it is invoked until the Defaulting Partner contributes to the Partnership (i) the amount of the Defaulting Partner's deficiency and (ii) interest on the outstanding balance thereof at an annually compounding rate of eighteen percent (18%) per annum. Any distributions to which the Defaulting Partner would otherwise be entitled, but which are withheld by the Partnership pursuant to this Section, shall be applied against the deficiency and interest owed by the Defaulting Partner to the Partnership, first against interest accrued on such Defaulting Partner's deficiency and then against the deficiency itself. A Defaulting Partner's Capital Account will be credited to the extent such credits are applied against the deficiency. Interest credited will be treated as income of the Partnership. The Partnership shall have a lien against the Defaulting Partner's Partnership Interest and each Partner hereby assigns to the Partnership a security interest in such Partner's Partnership Interest, to secure all obligations of the Partner to the Partnership under this Agreement. Each Partner agrees to execute such financing statements and other documents as the General Partner may reasonably request to perfect the security interest granted by this Agreement. The Partnership shall also be authorized to reduce the Defaulting Partner's Partnership Interest to a percentage calculated as follows: the Defaulting Partner's Partnership Interest immediately prior to the default, shall be reduced to a percentage to reflect the relative Capital Contributions of all of the Limited Partners as affected by the amount in default, further multiplied by 0.90. The Partnership may take any other legal action to recover the amount of any deficiency or interest owed by a Defaulting Partner to the Partnership, including fore...

Failure to Make Additional Capital Contributions. (a) A Member which fails to timely contribute all or any portion of any required Additional Capital Contribution shall be considered a "

Failure to Make Additional Capital Contributions. Pursuant to the terms of the Operating Agreement, if a Member fails to make an Additional Capital Contribution as required by the Operating Agreement by the Due Date, the Joint Venture shall so notify such Member, and such Member shall be deemed to be in default of its obligations to make an Additional Capital Contribution, unless such Member cures the default within thirty (30) days of receipt of such notice by the Joint Venture. In the event of such a default, the procedures set forth in the Operating Agreement shall then apply.

Failure to Make Additional Capital Contributions. (a) The Fund shall be entitled to enforce the obligations of each Partner to make the Capital Contributions specified in this Article, and the Fund shall have all rights and remedies available at law or in equity in the event any such contribution is not so made. The remedies provided in this Section are in addition to, and not in limitation of, all rights and remedies available to the Fund at law or in equity. In the event that any legal proceedings relating to the failure of a Partner to make such a Capital Contribution are commenced, such Partner shall pay all costs and expenses incurred by the Fund, including attorneys’ fees, in connection with such proceedings. (b) If any Partner (the “Defaulting Partner”) fails to make a Capital Contribution required by Section 3.3 when due, notice of default shall be given to such Partner by the General Partner. The Fund shall give the SBA prompt written notice of any default by a Limited Partner in making any capital contribution to the Fund required under this Agreement that has not been promptly cured after such notice of default has been given. Any notice given by the Fund to the SBA pursuant to this Section 3.5(b) shall (i) be given by separate copies directed to each of the Investment Division and the Office of the General Counsel of the SBA, (ii) explicitly state, in its caption or first sentence, that the notice is being given with respect to a specified default by a Limited Partner in making a capital contribution to the Fund and a proposed legal proceeding, arbitration, agreement, release, settlement or other action with respect to that default and (iii) state the nature of the default, the identity of the defaulting Limited Partner, and the nature and terms of the proposed legal proceeding, arbitration, agreement, release, settlement or other action with respect to that default. (c) Without the consent of the SBA (including its deemed consent under subsection (d) below), the Fund shall not (i) enter into any agreement (whether oral or written), release or settlement with any Partner or take any action under any provision of the Agreement that defers, reduces, or terminates the obligations of any Partner to make contributions to the capital of the Fund, or (ii) commence any legal proceeding or arbitration that seeks any such deferral, reduction or termination of such obligation. Without the consent of the SBA (including its deemed consent under subsection (d) below), no such agreement, release, settlement ...

Failure to Make Additional Capital Contributions. If a Partner fails to make a required Additional Capital Contribution pursuant to Section 3.2 when due, the General Partner shall notify the Partner of such failure. If the required Additional Capital Contribution is not made within five (5) days after the date such notice is given by the General Partner, the Partner shall be deemed a “Defaulting Partner” and the nondefaulting Partners may, in proportion to their Sharing Ratios or as otherwise agreed, as their sole remedy against a Defaulting Partner (subject to Section 7.6(d)) either (a) make a capital contribution to the Partnership in an amount equal to their proportion of the amount that equals the Additional Capital Contribution that such Partner failed to contribute (such amount, the “Default Amount”) on the terms set forth in Section 3.4, or (b) advance a loan to the Partnership in an amount equal to the Default Amount on the terms set forth in Section 3.5.

Failure to Make Additional Capital Contributions. In the event a Partner fails to contribute cash equal to his pro rata share of a requested Additional Capital Contribution, the General Partner may, at its election, do any one or more of the following: (a) Contribute cash to the Partnership as an Additional Capital Contribution in an amount up to the difference between the total Additional Capital Contribution requested from all Partners and the aggregate of the Additional Capital Contributions actually contributed by the Partners; (b) Loan funds to the Partnership as provided in Section 3.5; and/or (c) Cause the Partnership to offer to the other Partners (other than the non-contributing Partner) the right to contribute the amount which the non-contributing Partner elected not to contribute (and if more than one other Partner elects to contribute pursuant to this subclause (c), each such other Partner shall have the priority right to contribute that portion of the amount which the non-contributing Partner elected not to contribute which is equal to the ratio of such other Partner's Partnership Interest to the aggregate Partnership Interests owned by all such other Partners who elect to contribute pursuant to this subclause (c)). (d) Upon the occurrence of an event described in subsection (a) and/or (c) above, the Partnership Interests of the Partners shall be redetermined, and each Partner's Partnership Interest shall thereafter be equal to a fraction, the numerator of which shall be equal to the aggregate Capital Contributions made by such Partner (or his assignor) and the denominator of which shall be equal to the aggregate Capital Contributions made by all Partners.

Failure to Make Additional Capital Contributions. Dilution. If any Partner does not contribute such Partner’s entire proportionate share of any additional Capital Contribution within the applicable time and in the manner specified in Section 4.3(e) (a “Non-Contributing Partner”), the General Partner will send a notice of such non-contribution to each Non-Contributing Partner and to each Partner contributing their respective requested additional Capital Contributions to the Partnership (the “Contributing Partners”), advising that the Non-Contributing Partners have not made the requested additional Capital Contributions and the amount of the shortfall. Upon contribution of additional Capital Contributions by the Contributing Partners, each Partner’s respective Capital Interest, Voting Interest, and Distribution Interest will be adjusted to reflect the relative total Capital Contributions of all of the Partners; provided, however, the Promote Interest will not increase or decrease. Additionally, the Contributing Partners (or such of them as elect to do so) will have the right (but not the obligation) to contribute the Non-Contributing Partner’s requested additional Capital Contribution. The Contributing Partners who elect to elect to contribute will have the right to contribute in such proportions as they agree upon among themselves, or in the absence of such agreements, then in proportion to their respective Capital Interests. Upon such additional Capital Contributions, each Partner’s respective Capital Interest, Voting Interest, and Distribution Interest will be adjusted to reflect the relative total Capital Contributions of all of the Partners; provided, however, the Promote Interest will not increase or decrease. The provisions of this Section 4.8 are self-operative, and concurrently with the advance of a Capital Contribution on behalf of a Non-Contributing Partner.