Failure to Make Required Additional Capital Contributions Sample Clauses

Failure to Make Required Additional Capital Contributions. If a Member does not make any Required Additional Capital Contribution when and as required from it pursuant to this Agreement, that Member (the “Non-Complying Member”) shall be in default under this Agreement. In addition to each Complying Member’s (as defined below) right to cease any or all funding obligations that it may have hereunder (except as may otherwise be required under the Equity Contribution Agreements), each of the Complying Members may also pursue their rights under Article 8 and Article 13 and may also elect to exercise any of its rights set forth in Section 3.6.1.
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Failure to Make Required Additional Capital Contributions. If a Member fails to make such Members Additional Capital Contribution to the LLC as required pursuant to SECTION 5.2.1 (the "NON-CONTRIBUTING MEMBER"), any other Member, upon making its own required Additional Capital Contribution, may (but is not required to), without prejudice to such other rights or remedies as may be available under, applicable law, contribute to the LLC an additional amount equal to the Non-Contributing Members unpaid Additional Capital Contribution. Thereupon, the Percentage Interests of the Members respective LLC Interests for all purposes of this Agreement and the LLC shall be adjusted to provide that the Percentage Interest represented by each Members LLC Interest shall be a percentage equal to (a) the total amount of Capital Contributions made by such Member, divided by (b) the total amount of Capital Contributions made by all Members. In the event that more than one Member desires to make a Non-Contributing Members unpaid Additional Capital Contribution, each such Member shall be entitled to contribute a proportionate share of such Non-Contributing Members unpaid Additional Capital Contribution based on each of such Members Percentage Interests.
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Failure to Make Required Additional Capital Contributions. If either Party fails to make all or some of its Additional Capital Contribution to the Company as required pursuant to Section 2.3 (the “Non-Contributing Party”), the other Party, upon making its own required Additional Capital Contribution, may (but is not required to), without prejudice to such other rights or remedies as may be available under applicable law or hereunder, contribute to the Company an additional amount equal to the Non-Contributing Party’s unpaid Additional Capital Contribution. Such Party may fund any such amount for twelve (12) months via a senior-secured promissory note and loan agreement with the Company the (“Default Note”) at an annualized rate of interest equal to LIBOR plus 6%. Any security for the Default Notice shall be subordinated to any third party security required as a term of financing required in accordance with Section 2.3 (whether before or after the relevant capital call). During such twelve (12) month period following default, the Non-Contributing Party shall have the right to cure such funding default by paying to the Company the required Additional Capital Contribution and paying to the Company an additional amount equal to the interest payable on the Default Note. Following satisfactory payments of both such amounts, the appropriate number of Units will be issued to the Non-Contributing Party and the respective Percentage Interests of the Parties shall be re-adjusted and reinstated as if the default by the Non-Contributing Party had not occurred. If, however, the Non-Contributing Party fails to cure such default within the allotted twelve (12) month period, the non-defaulting Party may thereafter, in its sole discretion, either (i) extend such senior secured loan arrangement with the Company, repayable over a period not to exceed five (5) years in total (calculated from the date of the commencement of the loan), or (ii) make an Additional Capital Contribution in exchange for additional Units of the Company, with such Units being issued based on the following valuation of the Company: (x) if such default by the Non-Contributing Party occurs within three (3) years of the Closing, the valuation of the Company in connection with such additional issuance of Units shall be $37.8 million (i.e., the agreed upon enterprise value of the Company as at Closing), or (y) if such default by the Non-Contributing Party occurs more than three (3) years after the Closing, the valuation of the Company in connection with such additio...
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Failure to Make Required Additional Capital Contributions. If a Member --------------------------------------------------------- fail to make a required additional Capital Contribution ("Noncontributing Member") then any other Voting Member who contributed its required Capital Contributions ("Contributing Member") shall have the right to elect to rely on this section in which event, the following provisions shall apply. Any Contributing Member may give notice (a "Contribution Notice") to the Noncontributing Member that the Contributing Member has elected to make all or any portion of the Noncontributing Member's Capital Contribution and receive an increase in its percentage ownership interest and number of Units pursuant to the following formula. The Contributing Member's percentage ownership interest in the Company shall be increased to the percentage represented by a fraction, the numerator of which is the sum of the Contributing Member's Initial Capital Contribution and all additional Capital Contributions by the Contributing Member, and the denominator of which is the sum of the initial Capital Contribution and all additional Capital Contributions by all Members. The Noncontributing Member shall transfer that portion of its Units (the "Transferred Interest") to the Contributing Member necessary to increase the Contributing Member's percentage ownership interest in the Company to the amount calculated in accordance with the preceding sentence. In the event more than one Contributing Member elects to make the additional Capital Contribution on behalf of the Noncontributing Member and purchase the Transferred Interest, the Contributing Members shall make such additional Capital Contribution, and the Transferred Interest shall be allocated among the Contributing Members, in proportion to their then existing ownership of Units in the Company. The Noncontributing Member shall execute and deliver to the Contributing Member(s) all such documents and instruments as are reasonably necessary or appropriate to affect such transfer within five (5) days after receipt of the Contribution Notice and payment of the portion of the additional Capital Contribution being made by the Contributing Member(s). The Noncontributing Member shall also, upon the request of the Contributing Member(s), at any time and from time to time, execute and deliver such other documents and instruments as the Contributing Member(s) determines are necessary or desirable to transfer ownership, title and control of the Transferred Interest. The Noncontri...
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Related to Failure to Make Required Additional Capital Contributions

  • Failure to Make Required Payments Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • FAILURE TO MAKE OTHER PAYMENTS The failure by the Borrower to pay when due (or upon demand, if payable on demand) any payment Liability other than under the Revolving Credit.

  • Lenders to make available Contributions Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on that Drawdown Date under Clause 2.2.

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2018-2) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Collection Practices; Escrow Deposits; Interest Rate Adjustments The origination, servicing and collection practices used by the Seller and the Interim Servicer with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, the Seller or the Interim Servicer and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage and Mortgage Note on the related Interest Rate Adjustment Date. If, pursuant to the terms of the Mortgage Note, another index was selected for determining the Mortgage Interest Rate, the same index was used with respect to each Mortgage Note which required a new index to be selected, and such selection did not conflict with the terms of the related Mortgage Note. The Seller or the Interim Servicer executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment adjustments. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited;

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

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