Shortfall Funding Clause Samples

The Shortfall Funding clause establishes the obligation for one party to provide additional funds if the available resources are insufficient to meet certain financial commitments or project costs. In practice, this clause typically applies when a project's expenses exceed the initial budget or when anticipated revenues fall short, requiring the designated party—often a sponsor, guarantor, or investor—to cover the deficit. Its core function is to ensure that projects or obligations are fully funded and can proceed without interruption, thereby mitigating the risk of incomplete performance due to financial shortfalls.
Shortfall Funding. All Shortfall Funding shall be repaid by PA or the applicable PC to Manager out of Surpluses in collected revenues in subsequent months. All Shortfall Funding shall incur simple interest (based upon a three hundred sixty (360) day year) at the lesser of the “Prime Rate” as published from time to time by the Wall Street Journal, plus one percent (1%), or the maximum amount permitted by Texas law. To the extent such Shortfall Funding is not repaid in full out of Surpluses in collected revenues in subsequent months by the expiration or the earlier termination of this Agreement, PA or such PC shall pay to Manager the full amount of the unpaid Shortfall Funding within thirty (30) days following the expiration or the earlier termination of this Agreement. To secure the repayment of all Shortfall Funding owed by PA or a PC to Manager pursuant to this Section 6, PA and each PC hereby grants to Manager a security interest in all of PA’s or such PC’s assets, including without limitation a priority security interest in: (a) all present and future accounts receivable of PA or such PC, and the proceeds therefrom, and other rights of PA or such PC relating to the payment of money for services rendered by or on behalf of PA or such PC, no matter how evidenced, all chattel paper, instruments and other writings evidencing any such right, and all goods repossessed or returned in connection therewith, including all proceeds from the sale or disposition of the foregoing, (b) all of PA’s or such PC’s fixtures and appurtenances thereto, and (c) such other goods, general intangibles, chattels, fixtures, equipment (of every nature and description), furniture and personal property that is now owned or may hereafter be acquired by PA or such PC (the “Collateral”). In the event any Shortfall Funding is not paid when due, or upon any default as defined herein, Manager may, with or without terminating this Agreement, exercise all rights and remedies afforded a secured party under the Texas Uniform Commercial Code. PA hereby covenants and agrees, and shall cause each PC to covenant and agree, to execute and deliver any and all financing statements or other documents which may be necessary in Manager’s reasonable judgment to evidence and perfect Manager’s security interest hereunder. All rights and remedies of Manager shall be cumulative and may be exercised successively or concurrently and, to the extent consistent with the exercise of any such right, without impairment of Manager’s se...
View SourceView Similar (2)
Shortfall Funding. Should the average annual deposit by the City (measured from the opening date of the Venue) ofsum of (x) annual City Deposits, plus (y) any prior payments into the City Maintenance and ImprovementCapital Fund by Hardball under this Section IV(D)(3), atas determined as of the conclusion of any calendar year of the Term, be less than Two Hundred and Fifty Thousand Dollars ($250,000) per calendar year, measured from January 1 of the year in which the first Hardball Home Game is played at the Venue, Hardball will, no later than January 31February 15 of the following year, contribute to the City Maintenance and ImprovementCapital Fund an amount sufficient to raise the average total annual deposit to Two Hundred and Fifty Thousand Dollars ($250,000) per year; provided, however, : (a) amounts earned with respect to a calendar year to be deposited into the City Capital Fund that are not received until after the end of such year (e.g., Performance License Fees earned with respect to Hardball Events at the Venue during the month of December) shall be deposited through January 31 of the following year and, if deposited by such date, shall for purposes of this Section IV(D)(3) be deemed to have been paid in the prior calendar year; (b) (i) with respect to calendar years of this Agreement where Gross Naming Rights Revenue (as defined in Section IX(A)) paid by the Naming Rights Partner is at least Four Hundred Thousand Dollars ($400,000), Hardball’s payment obligations under this Section (IV)(D)(3) shall be increased so as to ensure average annual deposits into the City Maintenance and ImprovementCapital Fund are at least Three Hundred Thousand Dollars ($300,000) in such years, and (ii) with respect to calendar years of this Agreement where Gross Naming Rights Revenue paid by the Naming Rights Partner is at least Five Hundred Thousand Dollars ($500,000), Hardball’s payment obligations under this Section (IV)(D)(3) shall be increased so as to ensure average annual deposits into the City Maintenance and ImprovementCapital Fund are at least Three Hundred Fifty Thousand Dollars ($350,000) in such years. The increased deposit requirements set out in clauses (i) and (ii) herein shall only apply to average of the annual deposits in the years in which the particular Gross Naming Rights Revenue thresholds above are met; they shall not relate back or forward and require the increased deposits for all years (i.e., the average calculation will not include years in which the applica...
View SourceView Similar (2)
Shortfall Funding. Should the average annual deposit by the City (measured from the opening date of the Venue) of City Deposits, plus any prior payments into the City Maintenance and Improvement Fund by Hardball under this Section IV(D)(3), at the conclusion of any calendar year of the Term be less than Two Hundred and Fifty Thousand Dollars ($250,000), Hardball will, no later than January 31 of the following year, contribute to the City Maintenance and Improvement Fund an amount sufficient to raise the average annual deposit to Two Hundred and Fifty Thousand Dollars ($250,000) per year; provided, however, (i) with respect to calendar years of this Agreement where Gross Naming Rights Revenue (as defined in Section IX(A)) paid by the Naming Rights Partner is at least Four Hundred Thousand Dollars ($400,000), Hardball’s payment obligations under this Section (IV)(D)(3) shall be increased so as to ensure average annual deposits into the City Maintenance and Improvement Fund are at least Three Hundred Thousand Dollars ($300,000) in such years, and (ii) with respect to calendar years of this Agreement where Gross Naming Rights Revenue paid by the Naming Rights Partner is at least Five Hundred Thousand Dollars ($500,000), Hardball’s payment obligations under this Section (IV)(D)(3) shall be increased so as to ensure average annual deposits into the City Maintenance and Improvement Fund are at least Three Hundred Fifty Thousand Dollars ($350,000) in such years. The increased deposit requirements set out in clauses (i) and (ii) herein shall only apply to average of the annual deposits in the years in which the particular Gross Naming Rights Revenue thresholds above are met; they shall not relate back or forward and require the increased deposits for all years (i.e., the average calculation will not include years in which the applicable threshold was not met).
View Source
Shortfall Funding. Upon the default of a Limited Partner pursuant to Section 3.5 or the exclusion or excuse of a Limited Partner pursuant to Section 3.6, the General Partner, at its sole discretion, may (i) require non-defaulting, non-excused or non-excluded Limited Partners to make additional Capital Contributions, pro rata based on their respective Capital Commitments, in an aggregate amount equal to the shortfall created by such default, excuse or exclusion (but not, for any such non-defaulting Limited Partner, to exceed such Limited Partner’s unfunded Capital Commitment), (ii) give the opportunity to non-defaulting, non-excused or non-excluded Limited Partners to fund such shortfall outside of their Capital Commitments, (iii) admit one or more New Limited Partners (whose admission will be treated as if the date of such admission is a subsequent Additional Closing) or (iv) offer any co-investor the right to participate in such Investment (or increase its co-investment participation) in accordance with Section 8.6(b); provided, that any such New Limited Partners’ aggregate Capital Commitments may not exceed the defaulting, excused or excluded Limited Partner’s unfunded Capital Commitment and provided, further, that such New Limited Partners shall only participate in Investments made on or after such Additional Closing date.
View Source

Related to Shortfall Funding

  • Loan Funding The sum of all financing described below (excluding any loan funding fee or mortgage insurance premium) is $ .

  • Per-pupil Funding The School's non-facility general fund per-pupil funding shall be as defined in Sec. 302D-28, HRS. The Commission shall distribute the School's per-pupil allocation each fiscal year pursuant to Sec. 302D-28(f), HRS, and shall provide the School with the calculations used to determine the per-pupil amount each year. All funds distributed to the School from the Commission shall be used solely for the School's educational purposes as appropriated by the Legislature, and the School shall have discretion to determine how such funding shall be allocated at the school level to serve those purposes subject to applicable laws and this Contract.

  • Program Funding Upon entry into force of this Compact, MCC will grant to the Government, under the terms of this Compact, an amount not to exceed Four Hundred Eight Million Eight Hundred Fifty Thousand United States Dollars (US$408,850,000) to support the Program (“Program Funding”). The allocation of Program Funding is generally described in Annex II to this Compact.

  • Initial Funding The obligations of the Lenders to make ---------------- their Loans under the Initial Funding shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 13.02): (a) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its managing member with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or other designated persons of the Borrower (y) who are authorized to sign the Loan Documents to which the Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the certificate of incorporation and bylaws, as amended, of the Borrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and --------- properly executed by a Responsible Officer and dated as of the date of Effective Date. (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (f) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender in a principal amount equal to its Commitment dated as of the date hereof. (g) The Borrower shall have delivered to the Administrative Agent the Initial Funding Disbursement Request in the amount of $3,700,000. (h) The Administrative Agent shall have received from the Borrower duly executed counterparts of the ORRI Conveyance for each Lenders with respect to the Borrower's Oil and Gas Properties as of the date of such funding. (i) The Administrative Agent shall have received from U.S. Energy Corp. duly executed counterparts of the Warrant Agreement for each Lender. (j) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Security Agreement, the Pledge Agreement and the other Security Instruments described on Exhibit F-1. In connection with the execution and delivery of the Security ------------ Instruments, the Administrative Agent shall: (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens on the Collateral, such Liens being subject only to Excepted Liens identified in clauses (a) to (d) and (e) of the definition thereof, but subject to the provisos at the end of such definition; and (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of the Borrower. (k) The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Borrower, substantially in the form of Exhibit E hereto. ---------- (l) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower and the Operator are carrying insurance in accordance with Section 8.13. (m) The Administrative Agent shall have received title information as the Administrative Agent may require satisfactory to the Administrative Agent setting forth the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report as of the Effective Date. (n) The Administrative Agent shall be satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and have received such reports as in form and scope satisfactory to the Administrative Agent and the Lenders as they may request related thereto, including a Phase 1 Environmental Report with respect to all ▇▇▇▇▇ a part of the Oil and Gas Properties of the Borrower. (o) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower and the Operator have received all consents and approvals required by Section 8.03. (p) The Administrative Agent shall have received (i) the financial statements referred to in Section 8.04(a), (ii) the Initial Reserve Report accompanied by a certificate covering the matters described in Section 9.12(b) and (iii) copies of all material contracts or agreements, including, but not limited to, all operating agreements covering the Oil and Gas Properties, as well as all marketing, transportation, and processing agreements related to such Oil and Gas Properties. (q) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties the Borrower for each of the following jurisdictions: State of Wyoming, Albany, Converse, Platte, Campbell, and ▇▇▇▇▇▇▇ Counties, and any other jurisdiction requested by the Administrative Agent. (r) The Administrative Agent shall have received evidence that the Borrower has purchased one or more commodity price floors, collars or swaps acceptable to Administrative Agent and the Arranger (i) with one or more Approved Counterparties, and (ii) that have aggregate notional volumes of not less than 75% of the reasonably estimated projected natural gas production of currently producing ▇▇▇▇▇ of Borrower for the first 24 months following the date hereof, in each case, from its Proved Developed Producing Reserves, as determined by reference to the Initial Reserve Reports. (s) The Administrative Agent shall be satisfied that there are no negative price deviations in the oil and gas prices that would have a Material Adverse Effect on the value of the Borrower's Oil and Gas Properties. (t) The Administrative Agent shall be satisfied that there has been no Material Adverse Effect to the Borrower since December 1, 2003. (u) The Administrative Agent shall have received Letters-in-Lieu executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (v) The Administrative Agent shall have received Direction Letters executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (w) Since December 1, 2003, there shall not have been any disruption or adverse change in the financial or capital markets. (x) The Borrower and the Lenders shall have agreed upon the Development Plan. (y) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 13.02) at or prior to 2:00 p.m., New York, New York time, on February 15, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

  • Fiscal Funding Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by the District solely from appropriations received by District. In the event such appropriations are determined by the Chief Financial Officer/Comptroller of the District to no longer exist or to be insufficient with respect to the charges payable hereunder, this Agreement shall immediately terminate without further obligation to the District upon notice that such appropriations no longer exist and are insufficient.