Common use of PROFITS LIMITED PARTNERS Clause in Contracts

PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner Partner, in its sole discretion, may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (Ii) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (IIii) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (Ii) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.

PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC M&M Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC M&M Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC M&M Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC M&M Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC M&M Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13, and such Defaulting Profits Limited Partner's contribution in respect of Section 6.12 shall be distributed to its associated Employer Limited Partner. In addition, the Defaulting Profits Limited Partner may be required to purchase the portion of the interest of its associated Employer Limited Partner in the Partnership attributable to any outstanding Advance made by such Employer Limited Partner, in accordance with the provisions of sections 8.2 and 8.3 of the MMC M&M Capital Plan. Notwithstanding any other provision of this Section 5.3(b), the obligations of any Defaulting Profits Limited Partner to the Partnership hereunder shall not be extinguished as a result of the operation of this Section 5.3(b). The General Partner shall have the right, in its sole discretion, to pursue all remedies at law or in equity available to it with respect to the Profits Limited Partner Default of a Defaulting Profits Limited Partner.