Failure to Make Contributions Sample Clauses

Failure to Make Contributions. If a partner fails to make a required capital contribution within the time agreed for a partner's contribution, the remaining partners may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late-paying partner, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent partner, as the remaining partners decide. Alternatively, the remaining partners may, by unanimous vote, agree to cancel the partner status of the delinquent partner, provided any prior partial payments of capital made by the delinquent partner are refunded promptly by the General Partnership to the partner after the decision is made to terminate the partner status of the delinquent partner.

Failure to Make Contributions. The failure of Patriot or TPL to make Working Capital Contributions when due pursuant to Section 5.3 shall result in the following adjustments to that Member’s Percentage Interest: (a) For each One Dollar ($1) that is not contributed by Patriot or TPL when due pursuant to Section 5.3, one hundred thousandth of a percent (0.00001%) of the outstanding Percentage Interests of the Company shall be deducted from that Member’s Percentage Interest and transferred to the other Member. As an example, if a Member failed to contribute One Million Dollars ($1,000,000) when due pursuant to Section 5.3, ten percent (10%) of the outstanding Percentage Interests of the Company would be deducted from that Member’s Percentage Interest and transferred to the other Member. (b) In the event that Patriot’s Percentage Interest falls below twenty-five percent (25%), Patriot shall lose the right to appoint the Patriot Appointee pursuant to Section 4.2(a), and TPL shall have the right to appoint the Patriot Appointee, such that TPL shall have the right to appoint two (2) of the three (3)

Failure to Make Contributions. If either Partner fails in ----------------------------- its obligation to make any payment or contribution of any amount required hereunder to the Partnership, such obligation shall constitute indebtedness from such Partner to the Partnership and shall bear interest payable to the Partnership from the date such amount was due until the earlier of the date on which such Partner pays such indebtedness in full or the other Partner elects to make payment as described in the fourth sentence of this Section, at a rate equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided, that the rate of -------- interest shall in no event exceed the maximum amount permitted by applicable law. Such interest shall not be treated as a capital contribution by either Partner. In addition, the Partnership may recover reasonable attorneys' fees incurred in recovering the amount of such debt and interest from the defaulting partner and any other damages suffered as a result of such failure to make such payment or contribution. In addition to the right of the Partnership to recover such indebtedness and interest, the other Partner may, _____ shall not be required to, make such payment or contribution (without any interest thereon) to the Partnership on behalf of the default Partner. Any such payment or contribution shall constitute a loan to the defaulting Partner from the other equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners, provided that the rate of interest shall ____ be payable on demand, together with accrued interest, and may be prepaid, in time without penalty and the Partner making such loan may at any time recover from the defaulting Partner, reasonable attorneys' fees and any other damages suffered as a result of the defaulting Partner's failure to make any payment or contribution.

Failure to Make Contributions. If a Member fails to timely contribute all or any portion of an Additional Capital Contribution (such Member, a “Non-Funding Member”) and such default is not cured within 10 days notice of the date such Additional Capital Contribution was due, then the other Members shall have the option, in proportion to their Capital Sharing Ratios or in such other percentages as they may agree (the “Funding Members”) to advance that portion of the Additional Capital Contribution that the Non-Funding Member has failed to timely contribute (a) as an Additional Capital Contribution by such Funding Members, with a corresponding dilution to the Non-Funding Member’s Capital Sharing Ratio (such dilution to be on a 1.25:1 basis), or (b) as a loan (each, a “Member Loan”) in accordance with the provisions of this Article. Any amounts funded by a Funding Member on behalf of a Non-Funding Member as a Member Loan shall be made directly to the Company, but shall be treated as a non-recourse (except to the extent of the Non-Funding Member’s Interest) demand loan made by the Funding Member to the Non-Funding Member, bearing interest at the Interest Rate, and a Capital Contribution of the amount of such loan from the Non-Funding Member to the Company. Any such non-recourse loan shall be repaid in full directly by the Company on behalf of the Non-Funding Member to the Funding Member from Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Funding Member under Article 8 prior to any amount being distributed to such Non-Funding Member. Amounts paid directly by the Company to the Funding Member on account of a Member Loan shall be deemed distributions to the Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal of such Member Loan.

Failure to Make Contributions. If a member fails to make a required capital contribution within the time agreed for a member's contribution, the remaining members may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late-paying member, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent member, as the remaining members decide. Alternatively, the remaining members may, by unanimous vote, agree to

Failure to Make Contributions. 11.1 Pre-ability to water down (a) The non-defaulting Shareholder shall have the right but not the obligation to advance or cause to be advanced to the Company the defaulted contribution on behalf of the defaulting Shareholder and treat the same, together with any accrued interest, as a demand loan to the defaulting Shareholder (a “Default Loan”) bearing interest from the date of the advance until paid at the Effective Interest Rate plus an additional two percent, but in no event at a rate higher than the maximum rate permitted by Law. The failure to repay a Default Loan upon demand shall be a default. Failure to timely repay any Default Loan shall entitle the other Shareholder to enforce the security for the loan and to exercise the rights provided in Section 11.1(b). Each Shareholder hereby grants to the other a lien upon its Ownership Interest, the Assets and a pledge of and security interest in its Ownership Interest to secure any Default Loan made hereunder, including interest thereon, reasonable attorneys fees and all other reasonable costs and expenses incurred in recovering the loan with interest and in enforcing such lien, pledge, or security interest, or both. (b) The non-defaulting Shareholder may elect, by Notice to the defaulting (c) Shareholder at any time within 15 days after expiration of the 15 day cure period provided in this Section 11.1, or on failure to repay a Default Loan on demand to have all of the Ownership Interest owned by the defaulting Shareholder exchanged for the Net Smelter Returns Royalty, determined as provided in Schedule C, upon which transfer and exchange the defaulting Shareholder shall have no Ownership Interest in, or any rights with respect to, the Company or the Properties except as provided in Schedule C. (d) The non-defaulting Shareholder shall have the right but not the obligation to contribute to the Company the amount of the defaulted contribution as an additional contribution and elect that the Ownership Interest of the defaulting Shareholder shall be reduced and the Ownership Interest of the non-defaulting Shareholder shall be increased in accordance with the formula set forth in Section 10.6 of this Agreement, treating the additional contribution as if it were a contribution under Section 12.2 of this Agreement.

Failure to Make Contributions. (a) If any Member fails to make its Member contribution to the Trust within thirty

Failure to Make Contributions. (a) If any Partner fails to make any required cash contribution when due pursuant to Section 6.1 (a "Nonfunding Partner"), the other Partner may, in its discretion, elect to make a cash contribution in the amount of all or a portion of the unfunded portion of the required contribution, in which event the funding Partner's ("Funding Partner") Capital Account shall be adjusted as follows: for every $1.00 of the unfunded portion of such required contribution funded by the Funding Partner, the Funding Partner shall receive an increase of $1.00 in its Capital Account. (b) In addition, at the end of each fiscal year, each Partner's Actual Cumulative Funding Percentage will be compared with its Required Cumulative Funding Percentage. In the event that such Partner's Actual Cumulative Funding Percentage is less than its Required Cumulative Funding Percentage, such Partner's Profit Participation shall be adjusted at the beginning of the next fiscal year such that the Nonfunding Partner's Profit Participation will be (i) decreased 1 percentage point for each 1 percentage point shortfall in the event the Nonfunding Partner's total cumulative funding exceeds that of Funding Partner and (ii) will be decreased 2 percentage points for every 1 percentage point (the "dilution ratio") in the event that the Nonfunding Partner's total cumulative funding is less than that of the Funding Partner. The Funding Partner will receive a corresponding increase in its Profit Participation. An example is attached as Exhibit E. (c) In any fiscal year in which the Starwave Partner's Profit Participation falls below 25%, their control rights under this Agreement and the Services Agreement shall be suspended, such that, for example, the Starwave Partner shall not have a vote in any of the matters that previously required the unanimous approval of the Advisory Committee. This right would be reinstated in the event that Starwave Partner's Profit Participation again rises above 25%, subject to subsequent suspension if Starwave Partner's Profit Participation again falls below 25%. (d) Prior to the end of the first fiscal year in which the Partnership derives Net Income (i.e., as opposed to a Net Loss year), a Nonfunding Partner shall be entitled to make capital contributions up to its Required Cumulative Funding Percentage as well as additional funding necessary to equalize the results of the cumulative overfunding by the Funding Partner at the same dilution ratio (as defined above) and adjust ...

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager shall send the defaulting Member written notice of such default, giving the Member fourteen (14) days from the date such notice is given to contribute the entire amount of his, her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-Member does not contribute its required capital to the Company within said fourteen (14)-day period, the Manager or the non-defaulting Member may elect any or all of the following remedies: (a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC- I financing statements and assignments of certificates of membership (or other documents of transfer) as such non-defaulting Members may reasonably request. (b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compound...