Failure to Make Capital Contributions. In the event that any Member fails to make any portion of its Capital Contribution called pursuant to Section 4.1.4 above by the Cash Needs Date (such Member is referred to herein as the “Non-Contributing Member”, and the unfunded amount, as the “Unfunded Amount”), the other Member (the “Contributing Member”) may, upon notice to the Non-Contributing Member, elect (as its sole remedies): (a) within five (5) days following the Cash Needs Date, to terminate the Cash Needs Notice and immediately receive back from the Company any such additional Capital Contributions tendered by it; (b) to deliver funds to the Company equal to the Unfunded Amount, which delivery shall be deemed a loan from the Contributing Member (a “Member Loan”) to the Non-Contributing Member that is simultaneously contributed by the Non-Contributing Member to the Company, and which shall bear interest at the Member Loan Rate, and shall be repaid in accordance with the provisions of Article V or (c) make an additional Capital Contribution to the Company in an amount equal to the Unfunded Amount (a “Substitute Capital Contribution”). Additionally, at any time prior to the repayment in full of a Member Loan by the applicable Non-Contributing Member, the Contributing Member shall have the additional right, upon five (5) days written notice to the Non-Contributing Member (during which five (5) day period, except as expressly provided below, the Non-Contributing Member may prepay in whole or in part any Member Loan), to elect to convert the outstanding Member Loan, including any interest accrued thereon, into a Substitute Capital Contribution to the Company made by the Contributing Member in an amount equal to the outstanding Member Loan, in which case (i) the portion of the Capital Contribution (deemed made by the Non-Contributing Member as a result of the Member Loan) that corresponds to the outstanding portion of the Member Loan will be deemed null and void, (ii) the Contributing Member will be deemed to contribute the Substitute Capital Contribution to the Company as of the conversion date, and (iii) the Percentage Interest of each Member shall be adjusted as set forth below. In the event that either Member makes a Substitute Capital Contribution or elects to convert a Member Loan into a Substitute Capital Contribution, the Percentage Interest of each Member shall be adjusted to equal the fraction, represented as a percentage, the numerator of which is the sum of (1) the aggregate of such Memb...
Failure to Make Capital Contributions. In the event that any Member shall fail to contribute the Member’s Requested Amount under Section 6.2(c) above as of any Contribution Date (a “Non-Contributing Member”), then, as to each such default, the other Member (the “Contributing Member”) shall have the right, but not the obligation, (i) to advance to the Company as a capital contribution (a “Deficiency Contribution”) the portion of the Requested Amount not advanced by the Non-Contributing Member (the “Deficiency Amount”), as provided in subsection (A) below, (ii) to advance directly to the Company the Deficiency Amount as a recourse loan to the Non-Contributing Member, as provided in subsection (B) below or (iii) to withdraw the Contributing Member’s contribution pursuant to the Cash Notice. The remedies set forth in clauses (i), (ii) and (iii) shall be the exclusive remedies of such Contributing Member for a Non-Contributing Member’s failure to advance capital as required by Section 6.2(c), and the Non-Contributing Member’s failure shall not otherwise be treated as a default under this Agreement.
(A) In the event the Contributing Member elects to advance the Deficiency Amount to the Company as a capital contribution, then, effective as of the date of the advance, the Deficiency Amount so advanced together with all Requested Amounts previously advanced by the Contributing Member in connection with the Cash Notice shall be deemed capital contributions to the Company, and the Percentage Interests of each of the Members shall be recalculated as follows: each Member’s Percentage Interest shall be adjusted to a percentage obtained by dividing (i) such Member’s aggregate capital contributions relating to its Common Interests as of such date under this Agreement (taking into account any Deficiency Amount so contributed) by (ii) the total amount of the capital contributions relating to Common Interests as of such date by all Members under this Agreement, provided that for the purposes of such recalculations, the capital contributions of the Contributing Member on account of any Deficiency Amount under this Agreement shall be deemed to be 150% of the actual Deficiency Amount so contributed.
(B) If the Contributing Member elects to make a loan to the Non-Contributing Member as provided above, the Deficiency Amount so advanced shall be directly advanced to the Company on behalf of the Non-Contributing Member by the Contributing Member as a loan (a “Deficit Loan”) to the Non-Contributing Member due and payable...
Failure to Make Capital Contributions. (a) If a Limited Partner fails to make all or any portion of a capital contribution when due, then the General Partner may designate it as a “Defaulting Limited Partner” and the following provisions of this Sec. 3.03 shall apply. The General Partner, in its sole and absolute discretion, may choose not to designate such Limited Partner as a Defaulting Limited Partner and may agree to waive or permit the cure of any default by such Limited Partner, upon such conditions as the General Partner and such Limited Partner may agree. A Defaulting Limited Partner may, in the sole discretion of the General Partner, be required to pay to the Partnership interest on the due and uncontributed amount at an annual rate equal to the lesser of (x) the LIBOR Rate plus eight percent (8%) and (y) the highest rate permitted by applicable law, compounded daily (which interest payment shall not be treated as a capital contribution by such Defaulting Limited Partner) until all such amounts have been paid in full. Any interest so paid by a Defaulting Limited Partner shall be allocated to the non-defaulting Partners pro rata to their Partnership Percentage. Promptly following the date on which a Limited Partner is designated a Defaulting Limited Partner, the General Partner shall provide such Limited Partner with written notice of such designation. Nothing in the preceding sentence shall be construed to limit the General Partner’s discretion to implement any or all remedies available to it under this Agreement and applicable law, nor shall the issuance by the General Partner or receipt by the Defaulting Limited Partner of the notice required to be provided to the Defaulting Limited Partner under the preceding sentence be considered a restriction on or construed as a condition precedent to the operation of the default provisions set forth in this Agreement or the General Partner’s authority to employ any or all of the remedies set forth in this Agreement.
(b) If a Defaulting Limited Partner fails to remedy such default within ten (10) Business Days after the original due date thereof, then, except as provided in Sec. 3.03(c), the following shall apply:
(i) Such Defaulting Limited Partner’s share of the future profits (but not losses) of the Partnership shall be reduced by fifty percent (50%) of the amount to which such Defaulting Limited Partner would have been entitled based upon its Capital Contribution to the date upon which the defaulted capital contribution was originally due. T...
Failure to Make Capital Contributions. (a) Upon the failure of any Partner (the "Refusing Partner") to make all or a portion of a capital contribution required of it pursuant to this Agreement on or before the 15th day after the Contribution Date therefor, any other Partner (each a "Complying Partner") that is not a Refusing Partner or a Forfeited Partner may, at its option exercised by giving notice to the other Partners, make up the defaulted capital contribution or any portion thereof by making a capital contribution to the Partnership in an amount not exceeding the amount of the required capital contribution which the Refusing Partner failed to make. If more than one Complying Partner wishes to contribute all or any portion of the unpaid amount of the Refusing Partner's required capital contribution, and the aggregate amount which such Complying Partners wish to contribute exceeds the unpaid amount of the Refusing Partner's required capital contribution, then the Complying Partners shall determine among themselves the amount that each such Complying Partner shall contribute to the Partnership, or, in the event the Complying Partners cannot agree, each Complying Partner shall contribute to the Partnership an amount equal to its pro rata share (based on the proportion that each Complying Partner's Sharing Percentage bears to the aggregate Sharing Percentages on the relevant Contribution Date of all the Complying Partners that wish to contribute) of the Refusing Partner's required additional capital contribution. Each Complying Partner that makes a capital contribution pursuant to this Section 3.2 shall be referred to herein as a "Contributing Partner." Any contribution by a Contributing Partner of such additional amount as a capital contribution pursuant to this Section 3.2(a) shall be deemed an additional capital contribution of such Contributing Partner (an "Excess Contribution").
(b) Whenever pursuant to this Section 3.2 with respect to any capital call, a Refusing Partner has not, within 15 days after the related Contribution Date, made capital contributions in an amount equal to the product of such Refusing Partner's Sharing Percentage and the total amount of such capital call, then the Sharing Percentage of such Refusing Partner in the Partnership shall be reduced, with effect from the related Contribution Date, so that such Sharing Percentage equals the quotient (expressed as a percentage) of (x) the sum of (i) the Initial Capital Account Balance of such Refusing Partner and (ii) all c...
Failure to Make Capital Contributions. The Interest of a Member who fails to make any required capital contribution to the Company shall be proportionately reduced upon failure to make such contribution or payment.
Failure to Make Capital Contributions. (a) If a Venturer defaults in its obligation to make capital contributions required by this Article 3, the other Venturer shall have and may exercise all remedies available pursuant to this Agreement, at law or in equity. In addition, if a Venturer defaults in its obligation to make capital contributions in cash required by this Article 3, the other Venturer may, but shall not be required to, contribute to the Joint Venture all or a portion of such amount. If such other Venturer contributes any amount to the Joint Venture pursuant to this Section 3.5, immediately following such contribution the Interest of the contributing Venturer in the Joint Venture shall be increased and the Interest of the Defaulting Venturer in the Joint Venture shall be decreased. The resulting Interest of the contributing Venturer shall be the number of percentage points (rounded to the nearest one-hundredth of a percentage point) determined in accordance with the following formula: (i) determine the percentage equivalent of a fraction, the numerator of which shall be the aggregate capital contributions made to the Joint Venture by the contributing Venturer pursuant to this Agreement (excluding capital contributions made by Xxxx Sub pursuant to Section 3.3(b) and by MR Sub pursuant to Section 3.3(c) or Section 3.3(e)), and the denominator of which shall be the aggregate capital contributions made to the Joint Venture by all Venturers pursuant to this Agreement (excluding capital contributions made by Xxxx Sub pursuant to Section 3.3(b) and by MR Sub pursuant to Section 3.3(c) or Section 3.3(e)), (ii) XXXXXXXX 00 xxxxxxxxxx xxxxxx, (xxx) MULTIPLY the result of (i) and (ii) by the Applicable Ratio (rounded to the nearest one-hundredth of a percentage point) and (iv) add 50 percentage points to the result of (i), (ii) and (iii). For purposes of the immediately preceding sentence, the value of the Property contributed by MR Sub pursuant to Section 3.2 hereof shall at all times be deemed to be equal to $90,000,000. The resulting Interest of the Defaulting Venturer shall be the number of percentage points equal to 100 MINUS the resulting Interest of the contributing Venturer as determined above.
(b) As used in this Section 3.5: (i) to the extent that the cash contributed by the contributing Venturer pursuant to this Section 3.5 in response to such default, together with all cash previously contributed by the contributing Venturer pursuant to this Section 3.5 in response to prior defaults...
Failure to Make Capital Contributions. The Interest of a Partner who fails to make any required Capital Contribution or other payment to the Partnership (subsequent to its initial Capital Contribution) shall be reduced upon failure to make such Capital Contribution or payment, and each Partner's Percentage Interest thereafter shall be recalculated.
Failure to Make Capital Contributions. If any Member fails or refuses to pay any Capital Contribution to the Company when due, the due date for such Member shall be extended for a period of ten (10) Business Days thereafter; provided, however, that a Member shall not be permitted to take advantage of this extension more than two (2) times per calendar year. After either (i) the end of the twenty (20) Business Day period (commencing from the applicable due date specified in a Budget approved or continued pursuant to Section 7.14 or in a written notice delivered to the Members pursuant to Section 3.2 or any extension of such due date that is unanimously approved by the Members Committee, as applicable) in which a Member has failed or refused to pay any Capital Contribution or (ii) the third time in any calendar year in which a Member has failed or refused to pay any Capital Contribution within the ten (10) Business Day period provided in Section 3.2, then any non-Defaulting Member may exercise the remedies set forth in Article 14 hereof.
Failure to Make Capital Contributions. (a) To the extent not inconsistent with Sections 4.l(c) and 4.l(d), in the event that any Member fails to make any Capital Contribution (whether in the form of cash or non-cash assets) in respect of its Initial Capital Commitment or fails to make any Additional Capital Contribution on or prior to the due date established by the MMC (the “Default Contribution Amount”), the CFO shall notify all Members and the MMC of such failure. The notice provided to the non-paying Member shall require that such Member pay its Total Amount in Default within 30 days (the “Cure Period”) of the date of such notice. The CFO shall notify the Members and the MMC whether such non-paying Member pays its Total Amount in Default within the Cure Period.
(b) In the event the non-paying Member fails to pay its Total Amount in Default within the Cure Period, (A) such Member shall be a “Defaulting Member” for all purposes hereunder until such Member pays to the Company its Total Amount in Default (including by making any outstanding non-cash capital contributions).
(c) Notwithstanding anything herein to the contrary, the Company shall be entitled to specifically enforce, by court action, a Member’s obligations to fulfill its Initial Capital Commitment (or, as the case may be) and make Additional Capital Contributions.
Failure to Make Capital Contributions. In the event a Member fails to pay any installment of the Capital Contributions when due from such Member and such default is not cured within ten (10) days after written notice has been given to the Member by the Manager that such default has occurred, the amount of such Member's Percentage Interest shall be accordingly reduced to reflect the reduction in the Capital Contributions of such defaulting Member. After, and in addition to, the reduction in Percentage Interests required by the preceding sentence, such Member shall be subject to interest charges on the defaulted installment or installments of twelve percent (12%) per annum or the highest rate permitted by Minnesota law, whichever is less, which interest charges may be deducted by the Company from the capital contributions theretofore made by such Member in such Member's Capital Account, and the resulting reduction in such Member's Percentage Interest shall then be allocated among the remaining, nondefaulting Members in proportion to their respective Percentage Interests. This Agreement shall be deemed amended to reflect the revised Percentage Interests.
