Common use of Generally; Fund I Contributions Specifically Clause in Contracts

Generally; Fund I Contributions Specifically. With respect to any Fund, each Limited Partner having an interest in such Fund shall make Capital Contributions in such amounts and at such times as the General Partner shall specify in notices (“Drawdown Notices”) delivered from time to time to such Limited Partner. All Capital Contributions shall be paid to the Partnership in immediately available funds in Euros (and/or U.S. Dollars with respect to the Initial Hotel Properties, as specifically set forth in Schedule A-1) by noon (Amsterdam time) on the date specified in the applicable Drawdown Notice (the “Drawdown Date”) which date shall be at least fifteen (15) Business Days from and including the date of delivery of the Drawdown Notice (provided the Partners hereby agree that the Drawdown Notice specifying a June 28, 2011 Drawdown Date is acceptable notwithstanding it having been delivered on June 21, 2011). If any Limited Partner fails to pay by the Drawdown Date the required Capital Contribution to be made by such Limited Partner, the General Partner shall provide notice of such failure to such Limited Partner on the Drawdown Date. Capital Contributions may include amounts that the General Partner determines, in its reasonable discretion, are necessary or desirable to establish reserves in respect of Partnership Investments or Partnership Expenses. To the extent a Capital Contribution made under this Article 5 will cause a relative change (relative substitution) in the amount credited on the Limited Partners’ Capital Accounts, the prior written unanimous consent of all Partners is required. Schedule B-1, Part 2 sets forth, with respect to the Initial Hotel Properties included in Fund I, certain permitted deviations from the requirement that all Capital Commitments are denominated in Euros. The General Partner shall make Capital Contributions in such amounts as hereinafter set forth in this Article 5 and at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. Pursuant to the LMP Transfer Agreement, the Partners having an interest in such Fund acknowledge and agree that their respective capital contributions for the Initial Fund II Hotel Property are denominated in British Pounds and shall be funded to the General Partner in British Pounds. Notwithstanding the forgoing, such capital contributions shall be deemed converted to Euros upon contribution to the Partnership using (a) the exchange rate of €1.13 to £1.00 in order to determine each such contributing Partner’s Capital Contribution for purposes of distributions (or deemed distributions) pursuant to Article 6, and (b) the higher of (i) €1.13 to £1.00 or (ii) the exchange rate quoted on xxx.xxxxxxxxx.xxx as of the close of trading in New York on the closing date of the contribution to the Partnership or the acquisition by the Partnership (as applicable) of the Initial Fund II Hotel Property, in order to determine each such contributing Partner’s Capital Contribution solely for purposes of establishing such Person’s Available Capital Commitment.

Appears in 1 contract

Samples: Limited Partnership Agreement (Host Hotels & Resorts, Inc.)

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Generally; Fund I Contributions Specifically. With respect to any Fund, each Limited Partner having an interest in such Fund shall make Capital Contributions in such amounts and at such times as the General Partner shall specify in notices (“Drawdown Notices”) delivered from time to time to such Limited Partner. All Capital Contributions shall be paid to the Partnership in immediately available funds in Euros (and/or U.S. Dollars with respect to the Initial Hotel Properties, as specifically set forth in Schedule A-1) by noon (Amsterdam time) on the date specified in the applicable Drawdown Notice (the “Drawdown Date”) which date shall be at least fifteen (15) Business Days from and including the date of delivery of the Drawdown Notice (provided the Partners hereby agree that the Drawdown Notice specifying a June 28, 2011 Drawdown Date is acceptable notwithstanding it having been delivered on June 21, 2011)Notice. If any Limited Partner fails to pay by the Drawdown Date the required Capital Contribution to be made by such Limited Partner, the General Partner shall provide notice of such failure to such Limited Partner on the Drawdown Date. Capital Contributions may include amounts that the General Partner determines, in its reasonable discretion, are necessary or desirable to establish reserves in respect of Partnership Investments or Partnership Expenses. To the extent a Capital Contribution made under this Article 5 will cause a relative change (relative substitution) in the amount credited on the Limited Partners’ Capital Accounts, the prior written unanimous consent of all Partners is required. Schedule B-1, Part 2 sets forth, with respect to the Initial Hotel Properties included in Fund I, certain permitted deviations from the requirement that all Capital Commitments are denominated in Euros. The General Partner shall make Capital Contributions in such amounts as hereinafter set forth in this Article 5 and at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. Pursuant to the LMP Transfer Agreement, the Partners having an interest in such Fund acknowledge and agree that their respective capital contributions for the Initial Fund II Hotel Property are denominated in British Pounds and shall be funded to the General Partner in British Pounds. Notwithstanding the forgoing, such capital contributions shall be deemed converted to Euros upon contribution to the Partnership using (a) the exchange rate of €1.13 to £1.00 in order to determine each such contributing Partner’s Capital Contribution for purposes of distributions (or deemed distributions) pursuant to Article 6, and (b) the higher of (i) €1.13 to £1.00 or (ii) the exchange rate quoted on xxx.xxxxxxxxx.xxx as of the close of trading in New York on the closing date of the contribution to the Partnership or the acquisition by the Partnership (as applicable) of the Initial Fund II Hotel Property, in order to determine each such contributing Partner’s Capital Contribution solely for purposes of establishing such Person’s Available Capital Commitment.

Appears in 1 contract

Samples: Limited Partnership Agreement (Host Hotels & Resorts, Inc.)

Generally; Fund I Contributions Specifically. With respect to any Fund, each Limited Partner having an interest in such Fund shall make Capital Contributions in such amounts and at such times as the General Partner shall specify in notices (“Drawdown Notices”) delivered from time to time to such Limited Partner. All Capital Contributions shall be paid to the Partnership Partnership, or in the case of Direct Loans, to a Coop or Subsidiary of a Coop, in immediately available funds in Euros (and/or U.S. Dollars with respect to the Initial Hotel Properties, as specifically set forth in Schedule A-1) by noon (Amsterdam time) on the date specified in the applicable Drawdown Notice (the “Drawdown Date”) which date shall be at least fifteen (15) Business Days from and including the date of delivery of the Drawdown Notice (provided *Certain information on this page has been omitted and filed separately with the Partners hereby agree that Securities and Exchange Commission. Confidential treatment has been requested with respect to the Drawdown Notice specifying a June 28, 2011 Drawdown Date is acceptable notwithstanding it having been delivered on June 21, 2011)omitted portions. #10338536v8 Notice. If any Limited Partner fails to pay by the Drawdown Date the required Capital Contribution to be made by such Limited Partner, the General Partner shall provide notice of such failure to such Limited Partner on the Drawdown Date. Capital Contributions may include amounts that the General Partner determines, in its reasonable discretion, are necessary or desirable to establish reserves in respect of Partnership Investments or Partnership Expenses. To the extent a Capital Contribution made under this Article 5 will cause a relative change (relative substitution) in the amount credited on the Limited Partners’ Capital Accounts, the prior written unanimous consent of all Partners is required. Schedule B-1, Part 2 sets forth, with respect to the Initial Hotel Properties included in Fund I, certain permitted deviations from the requirement that all Capital Commitments are denominated in Euros. The General Partner shall make Capital Contributions in such amounts as hereinafter set forth in this Article 5 and at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. Pursuant to the LMP Transfer Agreement, the Partners having an interest in such Fund II acknowledge and agree that their respective capital contributions for the Initial Fund II Hotel Property are denominated in British Pounds and have been and, to the extent applicable, shall be funded to the General Partner in British Pounds. Notwithstanding the forgoing, such capital contributions shall be deemed converted to Euros upon contribution to the Partnership using (a) the exchange rate of €1.13 to £1.00 in order to determine each such contributing Partner’s Capital Contribution for purposes of distributions (or deemed distributions) pursuant to Article 6, and (b) the higher of (i) €1.13 to £1.00 or (ii) the exchange rate quoted on xxx.xxxxxxxxx.xxx as of the close of trading in New York on the closing date of the contribution to the Partnership or the acquisition by the Partnership (as applicable) of the Initial Fund II Hotel Property, in order to determine each such contributing Partner’s Capital Contribution solely for purposes of establishing such Person’s Available Capital Commitment.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Generally; Fund I Contributions Specifically. With respect to any Fund, each Limited Partner having an interest in such Fund shall make Capital Contributions in such amounts and at such times as the General Partner shall specify in notices (“Drawdown Notices”) delivered from time to time to such Limited Partner. All Capital Contributions shall be paid to the Partnership Partnership, or in the case of Direct Loans, to a Coop or Subsidiary of a Coop, in immediately available funds in Euros (and/or U.S. Dollars with respect to the Initial Hotel Properties, as specifically set forth in Schedule A-1) by noon (Amsterdam time) on the date specified in the applicable Drawdown Notice (the “Drawdown Date”) which date shall be at least fifteen (15) Business Days from and including the date of delivery of the Drawdown Notice (provided the Partners hereby agree that the Drawdown Notice specifying a June 28, 2011 Drawdown Date is acceptable notwithstanding it having been delivered on June 21, 2011)#10338536v8 Notice. If any Limited Partner fails to pay by the Drawdown Date the required Capital Contribution to be made by such Limited Partner, the General Partner shall provide notice of such failure to such Limited Partner on the Drawdown Date. Capital Contributions may include amounts that the General Partner determines, in its reasonable discretion, are necessary or desirable to establish reserves in respect of Partnership Investments or Partnership Expenses. To the extent a Capital Contribution made under this Article 5 will cause a relative change (relative substitution) in the amount credited on the Limited Partners’ Capital Accounts, the prior written unanimous consent of all Partners is required. Schedule B-1, Part 2 sets forth, with respect to the Initial Hotel Properties included in Fund I, certain permitted deviations from the requirement that all Capital Commitments are denominated in Euros. The General Partner shall make Capital Contributions in such amounts as hereinafter set forth in this Article 5 and at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. Pursuant to the LMP Transfer Agreement, the Partners having an interest in such Fund II acknowledge and agree that their respective capital contributions for the Initial Fund II Hotel Property are denominated in British Pounds and have been and, to the extent applicable, shall be funded to the General Partner in British Pounds. Notwithstanding the forgoing, such capital contributions shall be deemed converted to Euros upon contribution to the Partnership using (a) the exchange rate of €1.13 to £1.00 in order to determine each such contributing Partner’s Capital Contribution for purposes of distributions (or deemed distributions) pursuant to Article 6, and (b) the higher of (i) €1.13 to £1.00 or (ii) the exchange rate quoted on xxx.xxxxxxxxx.xxx as of the close of trading in New York on the closing date of the contribution to the Partnership or the acquisition by the Partnership (as applicable) of the Initial Fund II Hotel Property, in order to determine each such contributing Partner’s Capital Contribution solely for purposes of establishing such Person’s Available Capital Commitment.

Appears in 1 contract

Samples: Limited Partnership Agreement (Host Hotels & Resorts L.P.)

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