FAILURE TO CONTRIBUTE Clause Samples

FAILURE TO CONTRIBUTE. A. Upon the failure of a Member (the “Non-Contributing Member”), for a period in excess of ten (10) days, to make its share of any required capital contribution under Section 3.1 or 3.2 (the portion thereof not contributed by or returned to such Non-Contributing Member being referred to herein as the “Deficiency”), then the other Member (the “Contributing Member”), if it has timely made its share of such capital contribution, may, in its sole and absolute discretion within ten (10) days after the expiration of the foregoing ten (10) day period, (1) withdraw its share of such contribution, in which event such Subsequent Contribution shall be deemed cancelled but the Non-Contributing Member shall not be released of its liability for damages resulting from its failure to contribute its share of the same, (2) loan to the Non-Contributing Member such Deficiency by depositing the same into the Operating Accounts, or (3) contribute to the Company such Deficiency by depositing the same into the Operating Accounts, which contribution shall reduce the Non-Contributing Member’s Company Percentage pursuant to subsection D below. If the Contributing Member fails, within such ten (10) day period, to deposit the Deficiency into the Operating Accounts, then it shall be deemed to have elected to proceed under clause (1) above and the Company shall promptly return to the Contributing Member its share of such contribution. B. If the Contributing Member proceeds under clause (2) of subsection A above, then the Non-Contributing Member shall be deemed to have contributed the Deficiency and the loan (which shall be called a “Default Loan”) shall bear interest at the “Applicable Rate” (which, as used herein, means, from time to time, the lesser of (A) 20% per annum, compounded annually, or (B) 10% per annum in excess of the prime rate of interest publicly announced by Citibank, N.A, compounded annually, but not less than 15% per annum, compounded annually, but not more than the maximum amount allowable under applicable law), and shall be due and payable ten (10) days after the date made. Notwithstanding the provisions of Section 4.1, all distributions which would otherwise be made to the Non-Contributing Member shall be paid instead to the Contributing Member that makes such Default Loan until the Default Loan (and all interest thereon) has been paid in full. Any such payments and distributions shall be deemed to have been distributed to the Non-Contributing Member and then turne...

FAILURE TO CONTRIBUTE. If a Member does not contribute by the time required all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the Company may exercise, on notice to that Member (the "Defaulting Member"), one or more of the following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member's Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Defaulting Member; (b) permitting the other Members in proportion to their Percentage Interests or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Defaulting Member's Capital Contribution that is in default, with the following results: (i) the sum advanced constitutes a loan from the Lending Member to the Defaulting Member and a Capital Contribution of that sum to the Company by the Defaulting Member pursuant to the applicable provisions of this Agreement, (ii) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth (10th) day after written demand therefor by the Lending Member to the Defaulting Member, (iii) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the loan and interest accrued on it is secured by a security interest in the Defaulting Member's Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem approp...

FAILURE TO CONTRIBUTE. All capital contributions must be made upon or before the issue of the relevant Certificate of Contribution and therefore no called up Par Value exists for any Shares.

FAILURE TO CONTRIBUTE. If a Member (the “Defaulting Member“) fails to make such Member’s Additional Capital Contribution within the time period prescribed in Section 5.2(g), and the other Member (the “Non‑Defaulting Member”) has made its Additional Capital Contribution in accordance with this Agreement, the Non-Defaulting Member shall notify the Defaulting Member of said failure and the Non‑Defaulting Member shall have the right, but not the obligation, to:

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”)....

FAILURE TO CONTRIBUTE. If a Member (“Delinquent Member”) does not contribute all or any portion of the Capital Contribution required pursuant to and at the time required by, such Member’s Commitment, the Company may sell additional interests in the Company to existing Members on a Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Members of the Company do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Member is called to contribute 10%, and the Member fails to contribute, the dilution will actually count towards their Percentage Interest at a rate of 1.5 times the value and it will instead be attributed to the value of the purchasing Member or third party.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute, within 10 Days of the date required, all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the other Members may cause the Company to exercise, on notice to

FAILURE TO CONTRIBUTE. If a Member (a “Delinquent Member”) does not contribute within three (3) days of the date required all or any portion of a Capital Contribution that Member is required to make as provided in this Company Agreement, the remaining Members in proportion to their Allocable Shares or in such other percentages as they may agree may make the Capital Contribution that the Delinquent Member failed to make and the Allocable Shares of the Members, including the Delinquent Member, shall be adjusted to reflect the Delinquent Member’s failure to make the Capital Contribution and the resulting increase in the Capital Accounts of the remaining Members and appropriate adjustments in the Members’ Company Interests.

FAILURE TO CONTRIBUTE. If a Member does not contribute by the time required all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the Company may exercise, on notice to that Member (the “Defaulting Member”), one or more of the following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member’s Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Defaulting Member; (b) permitting the other Members in proportion to their Percentage Interests or in such other percentages as they may agree (the “Lending Member,” whether one or more), to advance the portion of the Defaulting Member’s Capital Contribution that is in default, with the following results: (i) the sum advanced constitutes a loan from the Lending Member to the Defaulting Member and a Capital Contribution of that sum to the Company by the Defaulting Member pursuant to the applicable provisions of this Agreement, (ii) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth (10th) day after written demand therefor by the Lending Member to the Defaulting Member, (iii) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the loan and interest accrued on it is secured by a security interest in the Defaulting Member’s Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem approp...