Failure to Make Capital Contribution. If any Partner fails to make any Capital Contribution required to be made by such Partner under Section 3.01 or Section 3.02 within 10 days after the same becomes due and payable (the “Defaulting Partner”), one or more of the other Partners (the “Contributing Partner”) may (but without obligation to do so), within 15 days after the expiration of said 10-day period, contribute to the Company an additional amount equal to the Defaulting Partner’s unpaid Capital Contribution and elect to treat such contribution as provided in either Section 3.03(a) or Section 3.03(b). If the Contributing Partner fails to make such election within said 15-day period, it shall be deemed to have elected to treat such contribution as provided in Section 3.03(b).
(a) The Contributing Partner may treat such contribution as a loan to the Defaulting Partner (to be due and payable solely out of distributions otherwise payable to the Defaulting Partner hereunder) followed by a contribution of the proceeds thereof to the Company to fund the Capital Contribution otherwise required to be made from the Defaulting Partner. Until the loan to the Defaulting Partner shall have been repaid together with interest at the rate equal to the Prime Rate plus five percentage points, or the maximum rate permitted under applicable law, whichever is less, calculated upon the outstanding principal balance of such loan as of the first day of each month, all distributions otherwise to be made to the Defaulting Partner hereunder shall be distributed, for the Defaulting Partner’s account, by payment of the same to the Contributing Partner, and shall be applied against the balance owed by the Defaulting Partner to the Contributing Partner.
(b) [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
(c) Any change in Percentage Interests pursuant to this Section 3.03(b) shall not affect the amount of any Partner’s Capital Contributions for purposes of determining the amount to which such Partner is entitled pursuant to Section 5.02(a), to the extent attributable to Section 5.02(a).
Failure to Make Capital Contribution. In the event any Member (a "Delinquent Member") fails to make a required Capital Contribution when due, the Company shall give the Delinquent Member a notice of the default. If the Delinquent Member fails to make the required Capital Contribution (including any costs associated with the failure to make the required Capital Contribution and interest on such obligation at the interest rate specified) within ten Business Days of the giving of such notice, the Company may take such action as it deems required, including but not limited to instituting legal action. The Company may elect to allow the other Members ("Contributing Members") to contribute the amount owed by the Delinquent Member in proportion to such Members' Sharing Ratios. The Contributing Members shall be entitled to treat the amounts contributed pursuant to this section as a loan from the Contributing Members bearing interest at a rate equal to 2% over the Wilmington Trust Company National Commercial Rate in effect when the loan is made, secured by the Delinquent Member's interest in the Company. Until they are fully repaid, the Contributing Members shall be entitled to all Distributions to which the Delinquent Member would have been entitled.
Failure to Make Capital Contribution. If any Shareholder ------------------------------------ fails to contribute the capital required to be contributed by such Shareholder (a "Required Contribution") within the time specified by the Board, then the equity ownership interest of such defaulting Shareholder (a "Defaulting Shareholder") in the Company shall be reduced as provided in this Article 7, and the equity ownership interests of the remaining Shareholders who contribute both their own required capital contributions as well as all or a portion of the Defaulting Shareholder's Required Contribution shall be increased as provided in this Article 7.
Failure to Make Capital Contribution. (a) Notwithstanding the other provisions of Clause 14 (but subject to clause 14.6(b) below), in the event that a Joint Venturer fails to make a contribution required under Clause 11, the defaulting Joint Venturer shall not be entitled to receive any distribution or other inter-party payments (including rent, interest and licence fees) whilst and so long as such contribution remains outstanding unless the non-defaulting Joint Venturer has served a Conversion Notice in regard to that contribution in accordance with Clause 20.5.
(b) In the event the restriction on distributions under Clause 12.6(a) above is exercised by the JV, the Parties may agree (in writing) to set-off any costs incurred or owing by either Party against any distribution due to be made.
Failure to Make Capital Contribution. (a) If the General Partner or a Limited Partner fails to timely contribute all or any portion of any Initial Capital Contribution or Additional Capital Contribution required of such Partner, then such Partner shall be considered a "
Failure to Make Capital Contribution. In the event a Member fails to make a Capital Contribution when due hereunder to satisfy a Capital Commitment, the other Member (the "Aggrieved Member") may give the noncontributing Member notice of such failure. If such failure continues for thirty (30) days after such notice has been given, the Aggrieved Member may elect to take any of the alternative actions described herein if it has made all of the Capital Contributions theretofore due from it to the Company. Such an election shall remain available to the Aggrieved Member until such time as the noncontributing Member's Capital Commitment has been, or deemed to be, fully satisfied.
(a) The Aggrieved Member may initiate the procedures described in Article XII; or
(b) The Aggrieved Member may contribute to the Company the cash or property then due to the Company from the noncontributing Member, and the amount of such cash (or the value of such property) shall be deemed to be a loan from the Aggrieved Member to the noncontributing Member (a "Default Loan") and a Capital Contribution by the noncontributing Member to the Company, in which event the noncontributing Member's unsatisfied Capital Commitment shall be deemed satisfied and the Company shall issue in the name of the noncontributing Member that number of Units issuable on account of such a Capital Contribution and deliver such Units (the "Pledged Units") to the Aggrieved Member to hold as collateral for payment of the Default Loan. To secure payment of a Default Loan and all accrued interest thereon for which it may hereafter become liable, each Member hereby pledges to the other Member and grants to the other Member a security interest in any Pledged Units. Any Default Loan shall bear interest at the lesser of the maximum rate permitted by applicable law (if there is such a maximum) or the prime rate of interest from time to time quoted by Bank of America plus six percent (6%) and shall be due and payable in full (including all accrued interest) within ninety (90) days after the Aggrieved Member contributes the cash or property then due to the Company from the noncontributing Member. If not ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. sooner repaid, a Default Loan shall be repaid from any cash distributions otherwise to be made by the Company to the noncontributing Member under this Agreement and any payment otherwise to be made by the Company to th...
Failure to Make Capital Contribution. The failure of the ------------------------------------ Managing Member to make timely a required Capital Contribution.
Failure to Make Capital Contribution. (a) In the event that a Major Shareholder fails to make its Capital Contribution or any part thereof within the time period stipulated herein, such Major Shareholder shall be liable to pay interest to the other non-defaulting Major Shareholder on the amount of its Capital Contribution or any relevant part thereof. Interest shall accrue at the Interest Rate from the date such Capital Contribution is due until the date such Capital Contribution is actually paid into the Company. If the Capital Contribution of a Major Shareholder remains outstanding (in part or in whole) ten (10) Business Days after the date specified for such Capital Contribution, the other non-defaulting Major Shareholder shall have the right to terminate this Agreement in accordance with the terms of this Agreement.
(b) In the event that a Major Shareholder fails to make its Capital Contribution in full within the time period stipulated herein for any reason, including its inability to timely secure any required PRC government approvals, the other non-defaulting Major Shareholder shall have the right to terminate this Agreement in accordance with the terms of this Agreement; provided, however, that if the defaulting Major Shareholder provides prior written notice to the non-defaulting Shareholder of its desire to extend the time period, the non-defaulting Shareholder may at its discretion elect to extend the time period for a mutually agreed period, such extension to be without prejudice to any of the non-defaulting Shareholder’s rights under this Agreement.
Failure to Make Capital Contribution. If any Member (the “Non-Contributing Member”) fails to make an Additional Capital Contribution (or any portion thereof) required by Section 3.2 (a “Failed Contribution”) within fifteen (15) Business Days after receipt of a written request therefor, the Member who contributed its Additional Capital Contribution and who is not an Affiliate of the Non-Contributing Member (the “Contributing Member”) may exercise any or all of the following remedies which shall be cumulative and may be exercised singularly, alternatively, successively or concurrently, but no other remedies shall be available:
Failure to Make Capital Contribution. If the Board shall require that the Shareholders make capital contributions to the Company (a "Capital Call") in the form of equity capital contributions and if any Shareholder fails to contribute in full the capital required to be contributed by such Shareholder pursuant to such Capital Call (each, a "Required Contribution") within the time specified by the Board (the "Capital Deadline"), then the percentage equity ownership interest of such defaulting Shareholder (a "Defaulting Shareholder") in the Company shall be reduced as provided in this Article 7, and the percentage equity ownership interests of each Shareholder who contributes at least its Required Contribution (each, a "Non-defaulting Shareholder") shall be increased as provided in this Article 7. If the Board shall make a Capital Call from the Shareholders in the form of shareholder loans, and if any Shareholder fails to contribute in full its Required Contribution pursuant to such Capital Call, then such Capital Call shall automatically be converted into a Capital Call for equity capital contributions, and the percentage equity ownership interest of such Defaulting Shareholder in the Company shall be reduced as provided in this Article 7, and the percentage equity ownership interests of each Non-defaulting Shareholder shall be increased as provided in this Article 7.
