LOANS AND ADDITIONAL CAPITAL CONTRIBUTIONS AND CAPITAL CALLS Sample Clauses

LOANS AND ADDITIONAL CAPITAL CONTRIBUTIONS AND CAPITAL CALLS. 2.2.1 If a Funding Notice is properly given by either Member pursuant to Section 2.1.2, each Member shall have the obligation to contribute additional cash to the capital of the Company, in an amount equal to the product of (a) the aggregate amount of required funds that is set forth in such Funding Notice ("Shortfall Disbursement") multiplied by (b) such Member's Funding Proportion, which amount shall be used to satisfy the items described in such Funding Notice. Such Capital Contributions shall be made by the Members pro rata in proportion to their respective Funding Proportions. The Funding Notice shall specify the amount of each Member's share, as so determined, of any Shortfall Disbursement required under this Section 2.2. 1. Each Member shall contribute its share of any Shortfall Disbursement within five (5) days after the later to occur of (i) the date on which the Funding Notice has been received (or is deemed to have been received under Section 9.5) or (ii) the required funding date that is set forth in the Funding Notice (the [13] 18 expiration of such five-day period is referred to as the "Due Date"). There shall be a cure period of five (5) days after the Due Date for each Member to contribute its share of such Shortfall Disbursement, as provided in Section 2.2.2. 2.2.2 If any Member fails to contribute the full amount of its Capital Contributions required to be made pursuant to Section 2.1.2 and Section 2.2.1 within five (5) days after the Due Date thereunder ("Defaulting Member"), then, as the exclusive remedies of the Company and the other Member (the "Non-Defaulting Member"), the Non-Defaulting Member shall have the following remedies, exercisable by notice from the Non-Defaulting Member to the Defaulting Member: (i) to cause the Company to sue xxx Defaulting Member for actual (and not consequential) damages that shall be limned to the portion of the Defaulting Member's share of the Shortfall Disbursement that was not received timely, plus interest at the Prime Rate and the costs of collection, and (ii) either: (a) to elect to lend (or to cause the Non-Defaulting Member's Affiliates to lend), to the Defaulting Member or to the Company, as Approved by the Non-Defaulting Member, the amount of such Capital Contribution that was not made timely by the Defaulting Member, or (b) to elect to contribute the amount of such Capital Contribution that was not made timely by the Defaulting Member, in which case the amount so contributed shall be treated...
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LOANS AND ADDITIONAL CAPITAL CONTRIBUTIONS AND CAPITAL CALLS. 2.2.1 If a Funding Notice is properly given by the General Partner pursuant to Section 2.1.2, each Partner shall have the obligation to contribute additional cash to the capital of the Partnership, in an amount equal to the product of (a) the aggregate amount of required funds that is set forth in such Funding Notice ("Shortfall Disbursement") multiplied by (b) such Partner's Funding Proportion, which amount shall be used to satisfy the items described in such Funding Notice. Such Capital Contributions shall be made by the Partners pro rata in proportion to their respective Funding Proportions. The Funding Notice shall specify the amount of each Partner's share, as so determined, of any Shortfall Disbursement required under this Section 2.2.1. Each Partner shall contribute its share of any Shortfall Disbursement within five (5) days after the later to occur of (i) the date on which the Funding Notice has been received (or is deemed to have. been received under Section 9.5) or (ii) the required funding date that is set forth in the Funding Notice (the expiration of such five-day period is referred to as the "Due Date"). There shall be a cure period of five (5) days after the Due Date for each Partner to contribute its share of such Shortfall Disbursement, as provided in Section 2.2.2.
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Related to LOANS AND ADDITIONAL CAPITAL CONTRIBUTIONS AND CAPITAL CALLS

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

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

  • 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.

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • 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.

  • Capital Contributions and Accounts 12 4.1 Capital Contributions..........................................................................12 4.2 Additional Capital Contributions and Issuances of Additional Partnership Interests.............12 4.3

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

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