Defaulting Partner Clause Samples
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Defaulting Partner. (a) Any Partner that fails to make, when due, any portion of the Capital Contributions required to be made by such Partner pursuant to this Agreement and the Subscription Agreement to which such Partner is a party may, in the discretion of the Managing General Partner, be charged an additional amount on the unpaid balance of any such Capital Contribution at the Default Rate from the date such balance was due and payable through the date full payment for such balance is actually made, and to the extent such additional amount is not otherwise paid such additional amount may be deducted from any distribution otherwise payable to such Partner.
(b) If any Partner fails to make, when due, any portion of the Capital Contribution required to be contributed by such Partner pursuant to this Agreement and the Subscription Agreement to which such Partner is a party, then the Partnership shall promptly provide written notice of such failure to such Partner. If such Partner fails to make such Capital Contribution within five Business Days after receipt of such notice, then (i) such Partner shall be deemed a “Defaulting Partner” and the following Sections 10.8(c) through (h) shall apply.
(c) The Managing General Partner shall have the right to determine, in its sole discretion, that whenever the vote, consent or decision of a Partner or of the Partners is required or permitted pursuant to this Agreement, except as required by the Act, any Defaulting Partner shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Partner were not a Partner.
(d) The Managing General Partner shall have the right in its sole discretion to either (i)(A) determine that a Defaulting Partner shall forfeit to the non-defaulting Partners as recompense for damages suffered, and the Partnership shall withhold (for the account of such other Partners), all distributions of Operating Cash Flow and Capital Cash Flow and liquidating distributions that such Defaulting Partner would otherwise receive, and (B) effect a forfeiture by such Partner of 20% of its aggregate Partnership Interest (including 20% of its Capital Account balance); or (ii) upon delivery of written notice to the Defaulting Partner, cause the Defaulting Partner to transfer all of its interest in the Partnership to one or more other Partners (or any other Person or Persons to the extent not purchased by any Partner) selected...
Defaulting Partner. From and after the occurrence of a Default determined in accordance with the provisions of Section 15.4 by a Defaulting Partner, (a) the Defaulting Partner shall no longer have the right to approve or disapprove any Major Decisions; (b) if the Defaulting Partner is General Partner, such Defaulting Partner may be removed as General Partner in accordance with Section 6.14); and (c) if the Defaulting Partner is an Unaffiliated LP, such Partner shall no longer be a GHMA Eligible LP. Without the approval of the other Partners entitled to vote on Major Decisions, except as provided in Section 15.3, a Defaulting Partner shall have no right to cure a Default by such Defaulting Partner even if the circumstances underlying the Default have ceased to exist.
Defaulting Partner. Each Partner shall be responsible both to the other Partner(s) and to the Partnership for such Partner's allocated and proportionate interest of such required contributions. In the event any Partner should not make the contributions required, the remaining Partner(s) or any of them may elect to advance such sums in proportion to the respective interests of the electing Partners, within twenty (20) days after the date on which such contributions are due.
Defaulting Partner. A Partner who is in default of its obligation to make Capital Contributions or to advance Pre-Commitment Date Funds hereunder, and has received notice of such default pursuant to §3.3.4 (a).
Defaulting Partner. A Partner shall be in default of its obligations and responsibilities under this Agreement (a “Defaulting Partner”) if it is determined in accordance with the provisions of Section 15.4 that any of the following events (a “Default”) has occurred and (if cure is permitted by Section 15.3) remains uncured (it being agreed that a Default by either A/B Partner shall result in both A/B Partners being Defaulting Partners):
(a) if such Partner withdraws from the Company in violation of this Agreement;
(b) if such Partner (or any Holdco Director or Holdco Officer that is an Affiliate of such Partner) (i) has committed fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, in each case, either (x) in connection with its actions as a Partner under this Agreement (including, in the case of General Partner, actions in its capacity as General Partner); or (y) with respect to fraud, willful misconduct or gross negligence, whether or not in connection with its actions as a Partner under this Agreement but having a material adverse effect on the Company, the other Project Entities and/or the other Partners; or (ii) has committed a Transfer Breach;
(c) if a Bankruptcy Event shall occur with respect to any Partner or any general partner of a Partner;
(d) with respect to the A/B Partners, the aggregate of all Deficiency Amounts the A/B Partners (and their permitted successors and assigns) have failed to fund is equal to $20,000,000 or more and such Deficiency Amounts shall remain unpaid by the A/B Partners for more than five (5) Business Days;
(e) with respect to the Class C LP, the aggregate of all Deficiency Amounts the Class C LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class C LP for more than five (5) Business Days; and
(f) with respect to the Class D LP, the aggregate of all Deficiency Amounts the Class D LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class D LP for more than five (5) Business Days.
Defaulting Partner. If any Contribution Loan (which shall include all reasonable attorney fees, interest, and costs incurred by the Contributing Partner) has not been repaid in full within ninety (90) days of the date the Contribution Loan is made, then without further notice or demand (all of which are expressly waived), the Non-Contributing Partner shall be considered a Defaulting Partner and the Contributing Partner shall have, with respect to the Non-Contributing Partner and his Interest, the rights and remedies of a secured party as against a defaulting debtor under the provisions of the Arizona Uniform Commercial Code, including but not limited to, the right and power to offer for sale and to sell the Non-Contributing Partner’s Interest. A Non Contributing Partner whose Interest is foreclosed upon and sold shall remain liable to the Partnership and the Contributing Partner for any deficiency in the amount of the Contribution Loan and shall not be relieved from any personal liability for any outstanding indebtedness, liabilities, liens and/or obligations, if any, relating to the Subject Property or the Partnership which may exist on the date of such foreclosure.
Defaulting Partner. (a) If any Partner fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Partner pursuant to this Agreement and such failure continues for five (5) Business Days after delivery by the Appropriate Officer to such Partner of notice of such failure, then such Partner shall be deemed a "Defaulting Partner," and this Section 7.5 shall apply. An Appropriate Officer shall deliver to each non-Defaulting Partner written notice of such default as promptly as practicable after its occurrence.
(b) The Partnership may exercise any remedy available to it at law or equity against a Defaulting Partner. Not in limitation of any of the Partnership's remedies, interest will accrue on the portion of the Defaulting Partner's Capital Commitment that such Partner has failed to fund ("Failed Capital Commitment"), at the Applicable Rate. The Partnership shall also be entitled to reimbursement from a Defaulting Partner for any and all costs and expenses in collecting any portion of a Failed Capital Commitment including, without limitation, attorney's fees and disbursements (to the extent permitted by applicable law).
Defaulting Partner. Upon a Shareholder (or its Affiliate) becoming a Defaulting Partner under the Amended and Restated Limited Partnership Agreement, such Shareholder: (i) shall cease to nominate Representatives to the Board in accordance with Section 7.1 and each director designated by such Shareholder then in place shall be deemed to have resigned from office; and (ii) shall not exercise voting rights attaching to the Shares, and its Shares shall be disregarded for the purposes of any such vote. The Company shall release and discharge each such director who is deemed to have resigned from any and all claims, debts, liabilities, rights of action and other obligations and demands whatsoever past, present or future, known or unknown, that the Company had or may then or thereafter have against any or all of them for or by reason of their being a director of the Company, as the case may be, other than in respect of fraud, wilful misconduct and criminal acts.
Defaulting Partner. A Partner who fails to perform an obligation under this Agreement as provided in paragraph 16 of this Agreement.
Defaulting Partner. Any partner causing an event of default under Section 11.1.