Failure to Make Contributions. If a member fails to make a required capital contribution within the time agreed for a member's contribution, the remaining members may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late-paying member, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent member, as the remaining members decide. Alternatively, the remaining members may, by unanimous vote, agree to cancel the membership of the delinquent member, provided any prior partial payments of capital made by the delinquent member are refunded promptly by the LLC to the member after the decision is made to terminate the membership of the delinquent member.
Failure to Make Contributions. If a partner fails to make a required capital contribution within the time agreed for a partner's contribution, the remaining partners may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late-paying partner, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent partner, as the remaining partners decide. Alternatively, the remaining partners may, by unanimous vote, agree to cancel the partner status of the delinquent partner, provided any prior partial payments of capital made by the delinquent partner are refunded promptly by the General Partnership to the partner after the decision is made to terminate the partner status of the delinquent partner.
Failure to Make Contributions. If either Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies:
(a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member;
(b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results:
(i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent Member to the Delinquent Member and a contribution of such sum to the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate;
(ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member;
(iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member;
(iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account;
(v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and
(vi) The Non-Delinquent Member shall have the right, in addition to the other rights and r...
Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, a non-defaulting Member shall send the defaulting Member written notice of such default, giving such Member fourteen (14) days from the date such notice is given to contribute the entire amount of its required Capital Contribution. If the defaulting Member does not contribute its required capital to the Company within said fourteen (14)-day period, those non-defaulting Members who hold a majority of the Percentage Interests held by all non-defaulting Members may elect any one or more of the following remedies:
A. One or more non-defaulting Members may advance funds to the Company to cover those amounts that the defaulting Member fails to contribute. Amounts that a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to such non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, any such advances shall be evidenced by a promissory note in a form reasonably acceptable to the non-defaulting Members and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to costs of collection, then to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds under this SECTION 3.8A a security interest in its Membership Interest to secure its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement in a form reasonably acceptable to the non-defaulting Members and such UCC-1 financing statements and assignments of certificates of membership (or other documents of transfer) as such non-defaulting Members may reasonably request.
B. One or more non-defaulting Members may contribute funds to the capital of the Company to cover those amounts that the defaulting Member fails to contribute. In such event, the Percentage Interests of all Members shall be adjusted proportionately to reflect the cumulative total Capital Contributions e...
Failure to Make Contributions. If a member fails to make a required capital contribution within the time agreed for a member's contribution, the remaining members may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late-paying member, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent member, as the remaining members decide. Alternatively, the remaining members may, by unanimous vote, agree to
Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager shall send the defaulting Member written notice of such default, giving the Member fourteen (14) days from the date such notice is given to contribute the entire amount of his, her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting Member does not contribute its required capital to the Company within said fourteen (14)-day period, the Manager or the non-defaulting Member may elect any or all of the following remedies:
(a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC-1 financing statements and assignments of certificates of membership (or other documents of transfer) as such non- defaulting Members may reasonably request.
(b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compound...
Failure to Make Contributions. (a) If any Member fails to make its Member contribution to the Trust within thirty
Failure to Make Contributions. The failure of Patriot or TPL to make Working Capital Contributions when due pursuant to Section 5.3 shall result in the following adjustments to that Member’s Percentage Interest:
(a) For each One Dollar ($1) that is not contributed by Patriot or TPL when due pursuant to Section 5.3, one hundred thousandth of a percent (0.00001%) of the outstanding Percentage Interests of the Company shall be deducted from that Member’s Percentage Interest and transferred to the other Member. As an example, if a Member failed to contribute One Million Dollars ($1,000,000) when due pursuant to Section 5.3, ten percent (10%) of the outstanding Percentage Interests of the Company would be deducted from that Member’s Percentage Interest and transferred to the other Member.
(b) In the event that Patriot’s Percentage Interest falls below twenty-five percent (25%), Patriot shall lose the right to appoint the Patriot Appointee pursuant to Section 4.2(a), and TPL shall have the right to appoint the Patriot Appointee, such that TPL shall have the right to appoint two (2) of the three (3)
Failure to Make Contributions. (a) If any Partner fails to make any required cash contribution when due pursuant to Section 6.1 (a "Nonfunding Partner"), the other Partner may, in its discretion, elect to make a cash contribution in the amount of all or a portion of the unfunded portion of the required contribution, in which event the funding Partner's ("Funding Partner") Capital Account shall be adjusted as follows: for every $1.00 of the unfunded portion of such required contribution funded by the Funding Partner, the Funding Partner shall receive an increase of $1.00 in its Capital Account.
(b) In addition, at the end of each fiscal year, each Partner's Actual Cumulative Funding Percentage will be compared with its Required Cumulative Funding Percentage. In the event that such Partner's Actual Cumulative Funding Percentage is less than its Required Cumulative Funding Percentage, such Partner's Profit Participation shall be adjusted at the beginning of the next fiscal year such that the Nonfunding Partner's Profit Participation will be (i) decreased 1 percentage point for each 1 percentage point shortfall in the event the Nonfunding Partner's total cumulative funding exceeds that of Funding Partner and (ii) will be decreased 2 percentage points for every 1 percentage point (the "dilution ratio") in the event that the Nonfunding Partner's total cumulative funding is less than that of the Funding Partner. The Funding Partner will receive a corresponding increase in its Profit Participation. An example is attached as Exhibit E.
(c) In any fiscal year in which the Starwave Partner's Profit Participation falls below 25%, their control rights under this Agreement and the Services Agreement shall be suspended, such that, for example, the Starwave Partner shall not have a vote in any of the matters that previously required the unanimous approval of the Advisory Committee. This right would be reinstated in the event that Starwave Partner's Profit Participation again rises above 25%, subject to subsequent suspension if Starwave Partner's Profit Participation again falls below 25%.
(d) Prior to the end of the first fiscal year in which the Partnership derives Net Income (i.e., as opposed to a Net Loss year), a Nonfunding Partner shall be entitled to make capital contributions up to its Required Cumulative Funding Percentage as well as additional funding necessary to equalize the results of the cumulative overfunding by the Funding Partner at the same dilution ratio (as defined above) and adjust ...
Failure to Make Contributions. If either Partner fails in its obligation to make any payment or contribution of any amount required hereunder to the Partnership, such obligation shall constitute Indebtedness from such Partner to the Partnership and shall bear interest payable to the Partnership from the date any such amount was due until the earlier of the date on which such Partner pays such indebtedness in full or the other Partner elects to make payment as described in the fourth sentence of this Section, at a rate equal to the sum of the Prime rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided, that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such interest shall not be treated as a capital contribution by either Partner. In addition, the Partnership may receive reasonable attorneys' fees incurred in recovering the amount of such debt and interest from the defaulting Partner and any other damages suffered as a result of such Failure to make such payment or contribution. In addition to the right of the Partnership to recover such indebtedness and interest, the other Partner may, but shall not be required to, make such payment or contribution (without any interest thereon) to the Partnership on behalf of the defaulting Partner. Any such payment or contribution shall constitute a loan to the defaulting Partner from. The Partner and shall bear interest from the date such payment. was made at a rate equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such loan shall be payable on demand, together with accrued interest, and may be prepaid, in whole or in part, together with interest accrued on the portion so prepaid, at any time without penalty and the Partner making such loan may at any time recover from the defaulting Partner reasonable attorneys' fees and any other damages suffered as a result of the defaulting Partner's failure to make any payment or contribution.
