Common use of Drawdown Procedures Clause in Contracts

Drawdown Procedures. ‌ (a) Each Limited Partner must, except as otherwise expressly provided herein, make Capital Contributions to the Partnership in such amounts and at such times as the General Partner specifies in each applicable Drawdown Notice delivered from time to time to such Limited Partner. All Capital Contributions must be paid to the Partnership in immediately available funds in U.S. dollars by 5:00 p.m. (Central Standard Time) on the date specified in the applicable Drawdown Notice. Capital Contributions may include amounts that the General Partner determines in its sole discretion are necessary or desirable to satisfy obligations with respect to, or establish reserves in respect of, Fund Investments or Partnership Expenses. The General Partner must make Capital Contributions to the Partnership in amounts equal to its Unfunded Capital Commitment Percentage of each Drawdown Amount at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. (b) Each Drawdown Notice must specify: (i) the Drawdown Amount; (ii) the manner in which, and the expected date on which, such Drawdown is to be applied; (iii) the required Capital Contribution to be made by such Limited Partner; (iv) the date (the “Drawdown Date”) on which such Capital Contribution is due (which must be at least 3 Business Days from and including the date of delivery of the Drawdown Notice); provided, however, that other than in connection with a capital call from the ▇▇▇▇ Fund or any other Person in which an Other ▇▇▇▇ Investment has been made, any such Drawdown Notice in respect of Partnership Expenses will be sent to the Partners at least 10 Business Days prior to the date such Capital Contribution is due from and including the date of delivery of the Drawdown Notice; and‌ (v) the account of the Partnership to which such Capital Contribution should be paid. (c) In connection with any such Drawdown, each Partner is required to make a Capital Contribution equal to the product of (x) such Partner’s Unfunded Capital Commitment Percentage times (y) the Drawdown Amount specified in the applicable Drawdown Notice. (d) If in connection with the making of any Fund Investment or the payment of any Partnership Expense in respect of which a Drawdown Notice has been delivered, the General Partner determines, in its discretion, that it is necessary to increase the required Capital Contribution to be made by Partners in connection therewith, the General Partner will deliver an‌ additional Drawdown Notice to each Limited Partner amending the original Drawdown Notice and specifying: (i) the amount of any increase in the Drawdown Amount; (ii) the amount of the increase in the required Capital Contribution to be made by such Limited Partner (which will not be in excess of such Limited Partner’s Unfunded Capital Commitment); (iii) the Drawdown Date with respect to the amount of the increase in the required Capital Contribution if different from the Drawdown Date specified in the original Drawdown Notice; and (iv) the reason for such increase. The Drawdown Date with respect to such incremental amount will not be less than 10 days after the date of delivery of the additional Drawdown Notice with respect to such incremental amount.

Appears in 1 contract

Sources: Limited Partnership Agreement

Drawdown Procedures. (a) Each Limited Subject to Section 5.1, each Partner must, except as otherwise expressly provided herein, shall make Capital Contributions to the Partnership in such amounts and at such times as the General Partner specifies shall specify in each applicable notices (individually a "Drawdown Notice Notice") delivered from time to time to such Limited PartnerPartner as hereinafter provided. Each drawdown by the Partnership of Capital Contributions pursuant to a Drawdown Notice is hereinafter referred to as a "Drawdown". All Capital Contributions must shall be paid to the Partnership in immediately available funds in U.S. United States dollars by 5:00 2:00 p.m. (Central Standard TimeNew York time) on the date specified in the applicable Drawdown Notice. Capital Contributions Drawdowns may include only be made for amounts that the General Partner determines in its sole discretion are reasonably anticipated to be necessary or desirable to satisfy obligations with respect to, or establish reserves in respect of, Fund make Investments or to pay Partnership Expenses. The General Partner must make Capital Contributions to the Partnership in amounts equal to its Unfunded Capital Commitment Percentage of each Drawdown Amount at the same times and in the same manner as the Limited Partners who are required to make related Capital Contributions. (b1) Each Except as otherwise provided in Section 5.2(c), each Drawdown Notice must shall specify: (i) the aggregate Capital Contributions to be made by the Partners (the "Drawdown Amount;"), (ii) the manner in which, and the expected date on which, such Drawdown is to be applied;, (iii) if such Drawdown is to be applied to an existing Investment, a description of the application of such amount and if to make a new Investment, a description of the expected material terms of the proposed Investment, (iv) the required Capital Contribution to be made by such Limited each Partner;, (ivv) the date (the "Drawdown Date") on which such Capital Contribution is due (which must shall be at least 3 ten (10) Business Days from and including the date of delivery of the Drawdown Notice); provided, however, that other than in connection with a capital call from the ▇▇▇▇ Fund or any other Person in which an Other ▇▇▇▇ Investment has been made, any such Drawdown Notice in respect of Partnership Expenses will be sent to the Partners at least 10 Business Days prior to the date such Capital Contribution is due from and including the date of delivery of the Drawdown Notice; and‌, (vvi) the account of the Partnership to which such Capital Contribution should be paid., and (vii) that the General Partner acknowledges the continued existence of the representations and warranties made by it in Section 12.5(a) hereof and that there is then no uncured breach by the General Partner of any of such representations and warranties and that the acknowledgements and agreements of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as set forth in clauses (a), (b), and (c) In connection with of Section 12.6, continue in existence and that there is no uncured breach of any of such Drawdown, each acknowledgements and agreements. The General Partner is required to make a Capital Contribution equal to the product of (x) such Partner’s Unfunded Capital Commitment Percentage times (y) may reduce the Drawdown Amount specified in the applicable Drawdown Notice. (d) If in connection with the making of any Fund Investment or the payment of any Partnership Expense in respect of which a Drawdown Notice has been delivered, the General Partner determines, in its discretion, that it is necessary to increase the required Capital Contribution to be made by Partners in connection therewith, the General Partner will deliver an‌ additional Drawdown Notice to each Limited Partner amending the original Drawdown Notice and specifying: (i) the amount of any increase in the Drawdown Amount; (ii) the amount of the increase in the required Capital Contribution to be made by such Limited Partner (which will not be in excess of such Limited Partner’s Unfunded Capital Commitment); (iii) the Drawdown Date with respect notice to the amount of the increase in the required Capital Contribution if different from the Drawdown Date specified in the original Drawdown Notice; and Partners at least one (iv1) the reason for such increase. The Drawdown Date with respect Business Day prior to such incremental amount will not be less than 10 days after the date of delivery of the additional Drawdown Notice with respect to such incremental amount.any

Appears in 1 contract

Sources: Limited Partnership Agreement (Acadia Realty Trust)