Additional Capital Commitments Clause Samples
Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership has a Capital Need (as defined below), there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" and together with Initial Commitments, collectively the "Commitments"); provided, however, 6 -6- the aggregate Capital Contributions made by all Partners under all Commitments shall not exceed $10,000,000 without the prior express written consent of all Partners. Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds (or reasonably anticipates the need for additional funds within 60 days) for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written notice thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires (or is obligated) to accept Offered Commitments must give written notice of its acceptance to each other Partner and to the Partnership during the Offer Period. Unless a Limited Partner accepts Offered Commitments during the Offer Period in accordance with the foregoing, such Limited Partner shall be deemed to have rejected such Offered Commitments. If a Limited Partner rejects (or is deemed to have rejected) the Offered Commitments, the other Limited Partner may elect to accept all (but not less than all) of such rejected Offered Commitments by giving written notice thereof to the Other Partners on or before the expiration of 15 days after the end of the Offer Period.
Additional Capital Commitments. If any Mandatory Operating Expenses and/or Approved Capital Expenditures (as each such term is defined below) incurred, or expected to be incurred, for any period shall exceed the funds that the Company has, or will have, available during such period, then at the written request of either Member, Managing Member shall require additional capital contributions (“Additional Operating Contributions”) from the Members in an aggregate amount sufficient to cover such shortfall. Additionally, if at any time, Managing Member (with the approval of the Co-Managing Member) determines that additional capital contributions are needed for Uncovered Operating Expenses (defined below), the Managing Member may require (with the approval of the Co-Managing Member) from time to time additional capital contributions to the Company (“Additional Uncovered Operating Contributions” and, together with Additional Operating Contributions, “Additional Capital Contributions”) from the Members in amounts necessary to fund such Uncovered Operating Expenses. Each Member shall contribute to the Company its share of Additional Capital Contributions under this Section 3.02 in accordance with its Percentage Interest in cash on or before the due date specified in the notice from the Managing Member, which due date shall not be less than fifteen (15) days from the date of such written notice. No Member shall be obligated to fund Additional Capital Contributions authorized under this Section 3.02 more often than once during any calendar month.
Additional Capital Commitments. Within ten (10) days of a written notice of the Manager, each Member shall contribute to the Company by wire transfer or check the
Additional Capital Commitments a. Except as set forth in Section 5.5(b) with respect to an Adjustment Liability, no Member shall be required to make (a) any additional contribution to the capital of the Company, (b) a loan to the Company, or (c) guaranty any Company indebtedness or other obligations.
b. Notwithstanding Section 3.2(a), if, at any time following approval by the Manager, a Member makes a loan to the Company, such loan shall be subordinate to any loans from any then-existing third party lender to the Company if required by such lender, and may, in the Manager’s discretion, be repaid prior to any other distributions to the Members. Loans by any Member to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Member’s Capital Account.
Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership needs additional funds, there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" and together with Initial Commitments, collectively the "Commitments"). Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires to accept Offered Commitments must give written notice of its acceptance to each other
Additional Capital Commitments. Within ten (10) days of a written notice of the Manager, each Member shall contribute to the Company by wire transfer or check the amount set forth opposite such Member's name under the heading "Additional Capital Commitment" on Exhibit A hereto, which amount shall be credited to each Member's Capital Account. The Manager may give the notice for the first $100,000 of each Members's Additional Capital Commitment at any time after January 1, 1997 and may give the notice for the second $100,000 of each Member's Additional Capital Commitment at any time after January 1, 1998.