Failure to Make Capital Contributions. In the event that any Member fails to make any portion of its Capital Contribution called pursuant to Section 4.1.4 above by the Cash Needs Date (such Member is referred to herein as the “Non-Contributing Member”, and the unfunded amount, as the “Unfunded Amount”), the other Member (the “Contributing Member”) may, upon notice to the Non-Contributing Member, elect (as its sole remedies): (a) within five (5) days following the Cash Needs Date, to terminate the Cash Needs Notice and immediately receive back from the Company any such additional Capital Contributions tendered by it; (b) to deliver funds to the Company equal to the Unfunded Amount, which delivery shall be deemed a loan from the Contributing Member (a “Member Loan”) to the Non-Contributing Member that is simultaneously contributed by the Non-Contributing Member to the Company, and which shall bear interest at the Member Loan Rate, and shall be repaid in accordance with the provisions of Article V or (c) make an additional Capital Contribution to the Company in an amount equal to the Unfunded Amount (a “Substitute Capital Contribution”). Additionally, at any time prior to the repayment in full of a Member Loan by the applicable Non-Contributing Member, the Contributing Member shall have the additional right, upon five (5) days written notice to the Non-Contributing Member (during which five (5) day period, except as expressly provided below, the Non-Contributing Member may prepay in whole or in part any Member Loan), to elect to convert the outstanding Member Loan, including any interest accrued thereon, into a Substitute Capital Contribution to the Company made by the Contributing Member in an amount equal to the outstanding Member Loan, in which case (i) the portion of the Capital Contribution (deemed made by the Non-Contributing Member as a result of the Member Loan) that corresponds to the outstanding portion of the Member Loan will be deemed null and void, (ii) the Contributing Member will be deemed to contribute the Substitute Capital Contribution to the Company as of the conversion date, and (iii) the Percentage Interest of each Member shall be adjusted as set forth below. In the event that either Member makes a Substitute Capital Contribution or elects to convert a Member Loan into a Substitute Capital Contribution, the Percentage Interest of each Member shall be adjusted to equal the fraction, represented as a percentage, the numerator of which is the sum of (1) the aggregate of such Memb...
Failure to Make Capital Contributions. (a) Upon the failure of any Partner (the "Refusing Partner") to make all or a portion of a capital contribution required of it pursuant to this Agreement on or before any Contribution Date, any other Partner (each a "Complying Partner") may, at its option exercised by giving notice to the other Partners, make up the defaulted capital contribution or any portion thereof by making a capital contribution to the Partnership in an amount not exceeding the amount of the required capital contribution which the Refusing Partner failed to make. If more than one Complying Partner wishes to contribute all or any portion of the unpaid amount of the Refusing Partner's required capital contribution, and the aggregate amount which such Complying Partners wish to contribute exceeds the unpaid amount of the Refusing Partner's required capital contribution, then the Complying Partners shall determine among themselves the amount that each such Complying Partner shall contribute to the Partnership, or, in the event the Complying Partners cannot agree, each Complying Partner shall contribute to the Partnership an amount equal to its pro rata share (based on the proportion that each Complying Partner's Sharing Percentage bears to the aggregate Sharing Percentages on the relevant Contribution Date of all the Complying Partners that wish to contribute) of the Refusing Partner's required additional capital contribution. Each Complying Partner that makes a capital contribution pursuant to this Section 3.2 shall be referred to herein as a "Contributing Partner." Any contribution by a Contributing Partner of such additional amount as a capital contribution pursuant to this Section 3.2(a) shall be deemed an additional capital contribution of such Contributing Partner (an "Excess Contribution").
Failure to Make Capital Contributions. 3.1.2.1.The Company shall be entitled to enforce the obligations of each Member to make Capital Contributions pursuant to Section 3.1.1. and the Company shall have all remedies available at law or in equity in the event any such Capital Contribution is not so made.
Failure to Make Capital Contributions. (a) If, for any reason, a Member (the “Defaulting Member”) fails to make a Capital Contribution under Section 3.1 (a “Default”), which Default continues for fifteen (15) days after notice from the Manager, the Member who has made, or is prepared to make, its contribution of such capital (the “Non-defaulting Member”) may, but shall not be obligated to, make a Default Loan to the Defaulting Member in accordance with Sections 3.4(b) through (e).
Failure to Make Capital Contributions. The Interest of a Member who fails to make any required capital contribution to the Company shall be proportionately reduced upon failure to make such contribution or payment.
Failure to Make Capital Contributions. (a) To the extent not inconsistent with Sections 4.l(c) and 4.l(d), in the event that any Member fails to make any Capital Contribution (whether in the form of cash or non-cash assets) in respect of its Initial Capital Commitment or fails to make any Additional Capital Contribution on or prior to the due date established by the MMC (the “Default Contribution Amount”), the CFO shall notify all Members and the MMC of such failure. The notice provided to the non-paying Member shall require that such Member pay its Total Amount in Default within 30 days (the “Cure Period”) of the date of such notice. The CFO shall notify the Members and the MMC whether such non-paying Member pays its Total Amount in Default within the Cure Period.
Failure to Make Capital Contributions. If any Member fails or refuses to pay any Capital Contribution to the Company when due, the due date for such Member shall be extended for a period of ten (10) Business Days thereafter; provided, however, that a Member shall not be permitted to take advantage of this extension more than two (2) times per calendar year. After either (i) the end of the twenty (20) Business Day period (commencing from the applicable due date specified in a Budget approved or continued pursuant to Section 7.14 or in a written notice delivered to the Members pursuant to Section 3.2 or any extension of such due date that is unanimously approved by the Members Committee, as applicable) in which a Member has failed or refused to pay any Capital Contribution or (ii) the third time in any calendar year in which a Member has failed or refused to pay any Capital Contribution within the ten (10) Business Day period provided in Section 3.2, then any non-Defaulting Member may exercise the remedies set forth in Article 14 hereof.
Failure to Make Capital Contributions. The Interest of a Partner who fails to make any required Capital Contribution or other payment to the Partnership (subsequent to its initial Capital Contribution) shall be reduced upon failure to make such Capital Contribution or payment, and each Partner's Percentage Interest thereafter shall be recalculated.
Failure to Make Capital Contributions. In the event that any Member shall fail to contribute the Member’s Requested Amount under Section 6.2(c) above as of any Contribution Date (a “Non-Contributing Member”), then, as to each such default, the other Member (the “Contributing Member”) shall have the right, but not the obligation, (i) to advance to the Company as a capital contribution (a “Deficiency Contribution”) the portion of the Requested Amount not advanced by the Non-Contributing Member (the “Deficiency Amount”), as provided in subsection (A) below, (ii) to advance directly to the Company the Deficiency Amount as a recourse loan to the Non-Contributing Member, as provided in subsection (B) below or (iii) to withdraw the Contributing Member’s contribution pursuant to the Cash Notice. The remedies set forth in clauses (i), (ii) and (iii) shall be the exclusive remedies of such Contributing Member for a Non-Contributing Member’s failure to advance capital as required by Section 6.2(c), and the Non-Contributing Member’s failure shall not otherwise be treated as a default under this Agreement.
Failure to Make Capital Contributions. If a Member does not make a Capital Contribution by the date set forth in the notice given pursuant to Section 4.1(e), the other Member, as its sole remedy, shall have the rights described in Section 4.3.
