Failure to Fund Clause Examples
The 'Failure to Fund' clause defines the consequences and procedures that apply when a party does not provide required payments or financial contributions as stipulated in an agreement. Typically, this clause outlines what constitutes a failure to fund, such as missing a scheduled payment or not meeting a capital call, and may specify remedies like interest charges, penalties, or even termination rights for the non-breaching party. Its core practical function is to ensure that all parties fulfill their financial obligations, thereby protecting the project's or agreement's financial stability and providing clear recourse if funding commitments are not met.
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Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term)), such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.
Failure to Fund. American II acknowledges that if the License Company is the Winning Bidder for one or more licenses and (a) it is determined in any arbitration proceeding (whether under this Agreement or under the Senior Credit Facility or any Related Agreement) or (b) if American II admits in writing, in either case (a) or (b), that American II failed to fund any amounts required to be funded by it under this Agreement or the Senior Credit Facility and that such failure to fund caused the License Company to be or become in default under the FCC Rules (including, without limitation, the provisions of 47 C.F.R. Section 1.2109), then NSM, the Company and its Subsidiaries will have all remedies available to them in law and in equity (including specific performance).
Failure to Fund. If any Member (a “Defaulting Member”) fails to fund, in full, any amount required to be funded pursuant to Sections 3.2, 3.3, 3.4(a) and 4.4 hereof (each, a “Required Amount”), by the required Due Date, any Member that has fully funded its Required Amount (the “Contributing Member”) by the required Due Date shall have the right, but shall not be obligated, to fund the Defaulting Member’s Required Amount that was not funded (the “Default Amount”), and shall have the right to exercise remedies, as set forth below.
Failure to Fund. If Lender fails to fund the Servicer's account at the instructed level, Lender shall pay Servicer a fee of Two Hundred dollars ($200.00) per day the account is not funded. Should this failure persist for three (3) consecutive days, Servicer reserves the right to terminate its obligation to furnish the funding services. Servicer shall be entitled to earnings, if any, on the funding account.
Failure to Fund. In the event that a Shareholder fails to provide additional funding to the Company pursuant to Section 6.1.1, the other Shareholder may elect to either (a) as its sole remedy in respect of such failure to fund only, terminate this Agreement pursuant to Section 14.2.1 or Section 14.3.1, as applicable; (b) provide the additional funding to the Company it owes pursuant to Section 6.1.1 and, at its discretion, all or some (or none) of the additional funding owed by the non-funding Shareholder by way of subscription to Shares for a price equal to the Fair Market Value, thereby increasing its Ownership Percentage while decreasing the non-funding Shareholder’s Ownership Percentage; or (c) provide no additional funding (including any funding it owes pursuant to Section 6.1.1).
Failure to Fund. If Grab or Singtel (the “Non-Contributing Shareholder”) does not make its Capital Contributions to the Company in full pursuant to the Relevant Capital Contribution Schedule (the “Outstanding Contribution”) within ten (10) Business Days of (i) the relevant payment date of such Capital Contribution or (ii) receipt of written notice by the Company of such payment date (whichever is later), the Company shall give such Non-Contributing Shareholder written notice requiring it to provide the relevant payment. The Non-Contributing Shareholder shall rectify such non-payment within an additional three (3) Business Days following the end of the initial ten (10) Business Days-period (such additional period, the “Capital Contribution Grace Period”), failing which, without prejudice to any other remedies available to the Company or any of Grab or Singtel who is not a Non-Contributing Shareholder, the Non-Contributing Shareholder shall, during the period of such non-compliance, and notwithstanding any provision to the contrary in this Agreement or the Constitution:
(a) lose its right (I) to appoint one or more non-Independent Directors pursuant to Article V, (II) to nominate one or more Independent Directors pursuant to Article V and (III) to nominate members of the key management of the Company pursuant to Article VI;
(b) lose any information rights given to the Non-Contributing Shareholder under Section 10.3 other than with respect to any such information as the Non-Contributing Shareholder or its Affiliates require for accounting, tax and/or regulatory purposes;
(c) lose its right to veto any Board Reserved Matter or Shareholders’ Reserved Matter, or to be counted as part of the quorum for any general meeting of the Company or to have its Director be counted as part of the quorum for any Board meeting;
(d) be diluted to the extent that the other Shareholder or a third party (pursuant to Section 4.4) contributes equity capital in the amount of the Outstanding Contribution;
(e) be a Defaulting Shareholder pursuant to Article XIII; and
(f) in the case of Singtel, forfeit the Forfeited Called Singtel Unpaid Shares (where applicable), in accordance with the forfeiture provisions in the Amended Constitution. For the avoidance of doubt, in such event, only the Forfeited Called Singtel Unpaid Shares (where applicable) may be forfeited by the Company in accordance with the forfeiture provisions in the Amended Constitution, and no other Singtel Unpaid Shares may be forfeited a...
Failure to Fund. Unless the Administrative Agent shall have received notice prior to a proposed Borrowing Date (or, in the case of a borrowing of ABR Advances, prior to 12:00 noon on such Borrowing Date) from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender's share of the requested Revolving Loans, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the Borrowing Date in accordance with this Section and, in reliance upon such assumption, make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the interest rate otherwise applicable to such Revolving Loan, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Effective Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Revolving Loan as part of the relevant borrowing for purposes of this Agreement. The failure of any Lender to provide such Lender's share of the requested Loans shall not relieve any other Lender of its obligations hereunder to provide its share of the requested Revolving Loans.
Failure to Fund. 1. In the event Silver Star fails to advance the drilling funds, in a timely manner, for the Test Well or any other prospect cost or leasehold operation, ▇▇▇▇▇▇ may, at its option, terminate this Agreement in its entirety as to Silver Star by delivering to such Participant a written notice of termination. In the event this Agreement is so terminated, Silver Star shall forfeit all funds previously paid to ▇▇▇▇▇▇ and have no rights or obligations under this Agreement, except any obligations accruing prior to such termination.
2. If termination is in conjunction with or prior to the drilling of the initial test well, Silver Star shall immediately forfeit all of its right, title and interest to and in the Prospect. If termination is in conjunction with operations subsequent to the completion of the initial test well, Silver Star shall immediately forfeit all of its right, title and interest to and in the Prospect, with the exception of the well bore and a surrounding area of eighty (80) acres centered on the well bore. In the event Silver Star defaults in the drilling of any well, there shall be no liability on the part of Silver Star for such failure, other than liability for loss or damage occasioned to lands or injury or death as a result of or as a consequence of Operator’s operations hereunder. Upon Operator’s failure to conduct the drilling operations on the test well as provided for herein, ▇▇▇▇▇▇ may, at its option, take possession of all tools placed thereon by Operator and complete said operations at ▇▇▇▇▇▇’▇ sole cost and liability.
Failure to Fund. American III acknowledges that if the License Company is the Winning Bidder for one or more licenses and (a) it is determined in any arbitration proceeding (whether under this Agreement or under the Senior Credit Facility or any Related Agreement) or (b) if American III admits in writing, in either case (a) or (b) that American III failed to fund any amounts required to be funded by it under this Agreement or the Senior Credit Facility and that such failure to fund caused the License Company to be or become in default under the FCC Rules (including, without limitation, the provisions of 47 C.F.R. Section 1.2109), then SNR, the Company and its Subsidiaries will have all remedies available to them in law and in equity (including specific performance), and notwithstanding Section 8.4 of the Credit Agreement or any similar provisions in any other Loan Documents (as defined in the Credit Agreement), the Company and its Subsidiaries shall be entitled to recover from American III any and all damages incurred by the Company or any of its Subsidiaries resulting from such failure to fund, including all license default penalty payments due to the FCC as a result of such default.
Failure to Fund. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Revolving Borrowing that such Lender will not make available to the Agent such Lender's share of such Revolving Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Borrowing available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender's Loan included in such Revolving Borrowing.