Mandatory Capital Contributions. If the Board of Directors determines that additional capital is required to fund any Necessary Expenditures, then the Board of Directors shall deliver a notice (a “Mandatory Capital Notice”) to each Class A Member describing the Necessary Expenditures and setting forth each Class A Member’s mandatory Capital Contribution for such Necessary Expenditures, which in all cases shall be pro rata in accordance with Initial Percentage Interests (a “Mandatory Contribution”). Each Member shall make its respective Mandatory Contribution to the Company within the 15 days after receipt of the Mandatory Capital Notice. Mandatory Contributions shall be made by certified or cashier’s check or by wire transfer of immediately available funds to an account designated in writing in the Mandatory Capital Notice or otherwise by the Board of Directors. Upon a failure by any Member to make a Mandatory Contribution when due, the Company and/or the other Members shall have all available remedies at law, in equity or otherwise set forth in this Agreement (including without limitation the exercise of Liquidity Rights and the issuance of any New Securities as contemplated below). In the event that the sum of (1) the Initial Capital Contributions and all Mandatory Capital Contributions made by RECO to the Company plus (2) the Initial Capital Contributions and all Mandatory Capital Contributions (each as defined in the Other Holding LLC Agreement) made by RECO to the Other Holding LLC exceeds $88,000,000 in the aggregate (the “RECO Capital Limit”), then RECO may, but shall not be obligated to, fund its Mandatory Contributions in excess of the RECO Capital Limit; provided that in the event of any failure by RECO to fund its pro rata portion of Mandatory Contributions in excess of the RECO Capital Limit, SHR may, in addition to any rights or remedies set forth in Section 8.3 hereof and without any approval of RECO or the RECO Director but subject to the participation rights set forth in the next sentence, cause the Board of Directors (excluding the RECO Director) to cause the Company to fund all capital requirements in excess of the RECO Capital Limit (including SHR’s Mandatory Contribution called at the same time as RECO’s Mandatory Contribution in excess of the RECO Capital Limit) by issuing any form of debt or equity securities of the Company, the REIT Subsidiary or any of its direct or indirect Subsidiaries that are treated as a corporation for U.S. federal income tax purposes (the “N...
Mandatory Capital Contributions. With respect to any Member, any Capital Contribution required to be made by such Member pursuant to Section 3.2, Section 3.4, or otherwise designated as a “Mandatory Capital Contribution” under this Agreement.
Mandatory Capital Contributions. The Members will contribute additional capital on a pro rata basis in accordance with their respective initial percentage interests, up to an aggregate amount not to exceed Forty Million Dollars ($40,000,000) (a "Mandatory Capital Contribution"). Each Member's Mandatory Capital Contributions will be made pursuant to Section 10.3.1 above.
Mandatory Capital Contributions. The Board may, when required, make mandatory capital calls to fund out-of-pocket expenses of the Partnership and any Series (a “Mandatory Capital Call”). The Board shall notify each Limited Partner in writing of the Mandatory Capital Call and provide a reasonable description of the need thereof. Each Limited Partner shall then make to its respective Series a Capital Contribution in immediately available funds equal to its Initial Investment Percentage of the Mandatory Capital Call amount, unless such Mandatory Capital Call is made at any time when the TowerBrook Ownership Threshold is not satisfied, in which case, the Mandatory Capital Call shall be made to each Limited Partner pro rata to its Current Investment Percentage.
Mandatory Capital Contributions. (i) From and after the Effective Date, and unless otherwise agreed in a writing executed by both Members, each Member hereby agrees and commits to contribute the Mandatory Capital Contributions in the amounts and on the Funding Dates set forth in each Series Construction Budget.
Mandatory Capital Contributions. The Mandatory Capital Contributions (herein so called) shall be those Capital Contributions required to be made by (i) Comanche, Fairlane and CGI under Section 4.2(c) and/or (ii) by CGI under Section 9.9.
Mandatory Capital Contributions. Subject to the terms and conditions of this Agreement, each Member, severally and not jointly, agrees to make Capital Contributions from time to time which shall be used exclusively for (a) FilmCo’s Administrative Expenses, (b) the purchase by FilmCo from LGF of twenty-three (23) Covered Pictures during the Investment Period and under certain circumstances, up to three (3) Covered Pictures that are Sequels during the Sequel Investment Period, pursuant to the Master Picture Purchase Agreement, and (c) True-Up Payments required to be made by FilmCo under the Distribution Agreement. Notwithstanding the foregoing, in no event shall FundCo be required to make any Capital Contribution if doing so would cause the FundCo Aggregate Investment Amount to exceed the Maximum Investment Amount; provided, however, that the Manager may, at its option, require FundCo to make Capital Contributions with respect to a particular Covered Picture such that the FundCo Aggregate Investment Amount equals the Maximum Investment Amount, even if such Capital Contributions are less than the amount that would, absent reaching the Maximum Investment Amount, be required pursuant to Section 3.2. No Member shall be required to make any Capital Contribution other than the Capital Contributions required pursuant to this Section 3.1 and Section 3.3 (the “Required Capital Contributions”). The parties acknowledge and agree that any Capital Contributions required to be made by LGE pursuant to the terms of this Agreement may be evidenced by book entry account transfers, (a) from LGE to FilmCo in respect of a required Capital Contribution, and (b) from FilmCo to LGF in respect of FilmCo’s obligations to LGF under the Master Picture Purchase Agreement and the Distribution Agreement.
Mandatory Capital Contributions. (a) Except as otherwise provided in this Agreement, the General Partner shall from time to time request Capital Contributions (“Mandatory Capital Contributions”) (x) from Mammoth only for the Margin Amounts and (y) from the Partners pro rata in accordance with each Partner’s respective Investment Allocation, in the amounts and at the times required by the Partnership in order to pay all Partnership expenses (other than the Margin Amounts), including (i) organizational expenses of the Partnership and any Subsidiaries, (ii) operating expenses of the Partnership and any Subsidiaries, (iii) amounts required to be paid with respect to any indemnification obligations of the Partnership or its Subsidiaries pursuant to Section 6.6 and (iv) any other expenditure authorized by the Partners in accordance with the terms of this Agreement, including, without limitation, to fund an Investment and the making of premium payments in respect of any such Investment. To the extent the Partnership requires any amounts that would otherwise be funded through the making of a Mandatory Capital Contribution pursuant to this Section 3.3, the Partnership shall, prior to requesting any amounts from the Partners as provided hereunder, obtain any such amounts from the funds deposited in the Escrow Account on behalf of each Partner as initial Capital Contributions pursuant to Section 3.2 consistent with the Escrow Agreement until such time as there are no longer any amounts remaining in the Escrow Account attributable to such Partner in respect of the initial Capital Contributions.
Mandatory Capital Contributions. Simultaneous with the execution and delivery of this Agreement, each of the Members shall make a capital contribution in the amount of Five Hundred Dollars ($500). The amount of a Member's mandatory capital contributions and any voluntary additional capital contributions pursuant to Section 2.02 shall be set forth opposite the Member's name on Schedule A hereto.
Mandatory Capital Contributions. Subject to the other provisions of this Agreement,
