Pledge of Capital Commitments Sample Clauses

Pledge of Capital Commitments. To induce any Lender to enter into a Subscription Facility with the Fund and/or any Facility Borrower, each Limited Partner hereby acknowledges, confirms and agrees that: (i) The Fund may pledge the right to call and receive the Remaining Capital Commitments and Remaining Capital Commitments under the Subscription Agreements to secure all obligations of the Partners under the Subscription Facility (collectively, the “Obligations”), as provided in the last sentence of Section 4.6(a); (ii) The Fund may pledge the Obligations to any Facility Borrower (or Facility Borrowers) to secured any obligations of the Fund to such Facility Borrower, including an obligation by the Fund to make capital contributions to the Facility Borrower at the request of the Facility Borrower; (iii) Any Facility Borrower that has received a pledge by the Fund of the Obligations, as provided in (ii) above, may re-pledge to the Lender of a Subscription Facility the Obligations as well as the Facility Borrower’s rights to call capital from the Fund; (iv) To such Limited Partner’s knowledge, as of the date hereof, there is no default or circumstance which currently does or, with the passage of time and/or notice would, constitute a default under this Agreement, or constitute a defense to, or right of offset against, such Limited Partner’s obligation to fund its Capital Commitment or Reserve Commitment; (v) For so long as any Subscription Facility is in place, the General Partner and/or the Fund and/or any Facility Borrower may agree with a Lender not to amend, modify, supplement, cancel, terminate, reduce or suspend any of such Limited Partner’s obligations under the Subscription Agreement without the Lender’s prior written consent; (vi) The General Partner may, pursuant to its authority under the Subscription Agreement, instruct such Limited Partner to make all future payments due to the Fund under this Agreement and the Subscription Agreement to such account of the Lender as the General Partner or the Lender may specify; and (vii) Any pledge by the Fund or any Facility Borrower of the right to call the Remaining Capital Commitments and Remaining Reserve Commitments will survive until all Obligations are satisfied.
Sample 1
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Pledge of Capital Commitments. In connection with any borrowings by the Fund or any Affiliates which are to be secured (directly or indirectly) by the Capital Commitments to the Fund, the Managing Member or the Fund GP shall be authorized to transfer and grant security interests in the right to initiate Capital Calls and collect the Capital Commitments of the Class A Members. Each Class A Member shall promptly execute and deliver reasonable estoppel certificates and reasonable investor consent/subscriber letters (to the extent required by lenders to the Fund or any Affiliate of any of the foregoing) and deliver required opinions of counsel regarding the due formation, valid existence and good standing, to the extent applicable given the type of Class A Member, of such Class A Member and the due authorization, valid execution and delivery of its Subscription Agreement and this Agreement and any documents executed in connection with any such borrowing and shall execute such other instruments and take such other action as the Managing Member, Fund GP or such lender may reasonably require in order to effectuate any such borrowings by the Fund or Affiliate(s) of the foregoing. To the extent that the Fund or any Affiliates have outstanding obligations under a credit facility secured (directly or indirectly) by the Capital Commitments of the Class A Members, each Class A Member shall be obligated to fund any remaining portion of its Capital Commitment without defense, counterclaim or offset of any kind, including any defense arising under Section 365(c) of the U.S. Bankruptcy Code, if applicable, provided that such agreement to fund shall not act as a waiver by such Class A Member of its right to assert independently any claim that the Class A Member may have against any other Member, the LLC, the Fund or any Affiliate of the foregoing. Each Class A Member shall also use best efforts to provide to the LLC, the Fund, any applicable Affiliate of the foregoing and to the lender, if necessary, information and representations necessary to ensure that the lending arrangement will not constitute a non-exempt “prohibited transaction” under ERISA. Nothing in this Section 4.5 shall require any Class A Member to take any action that would cause such Class A Member to assume personal liability to the LLC or any Affiliate of the foregoing or any third party in an amount which exceeds such Class A Member’s uncontributed Capital Commitment. In the event that, as a result of any such transfer or grant of a se...
Sample 1

Related to Pledge of Capital Commitments

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:

  • Interest on and Return of Capital Contributions No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

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