Failure to Fund Capital Contributions. If a Member shall fail to timely make any Capital Contribution required pursuant to Section 2.2(b) (such Member being hereinafter referred to as a “Non-Contributing Member”), the Managing Member (or, if the Managing Member fails to do so, any other Member) shall promptly give the other Members notice of the amount not funded by the Non-Contributing Member (such amount being hereinafter referred to as the “Failed Contribution”), and if one or more of such other Members shall have funded its ratable share of the Capital Contribution in question (each a “Contributing Member” and collectively, the “Contributing Members”), each Contributing Member shall have the right within fifteen (15) days after receipt of such notice to fund its pro rata portion of such Failed Contribution (such amount of all or any part of a Failed Contribution funded by such Contributing Member, the “Funded Amount”), and elect, at its sole election, to make such Additional Capital Contribution (i) as an Additional Capital Contribution by the Contributing Members (in which event the provisions of Section 2.2(d)(i) shall apply) or as (ii) a priming capital contribution to the Company in the amount of the Additional Capital Contribution required to be made by the Non-Contributing Member (the “Priming Capital Contribution”) (in which event the provisions of Section 2.2(d)(ii) shall apply).
Failure to Fund Capital Contributions. If a Member (a “Defaulting Member”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to as a “Contributing Member”) may within twenty (20) business days after expiration of the Funding Period (the “Election Period”) deliver notice to the Defaulting Member that such Contributing Member has elected to lend all or a portion of the amount to be contributed by the Defaulting Member (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and by the Company on behalf of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to this Agreement, and no amounts may be distributed to the Defaulting Member pursuant to this Agreement (and shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan:
Failure to Fund Capital Contributions. If any Partner fails to contribute an amount (the “Unfunded Amount”) equal to the entire Additional Contribution Amount required to be contributed by such Partner within the applicable period specified in Section 4.1 (the “Failing Partner”), then each other Partner (each a “Non-Failing Partner”) that has contributed its entire Additional Contribution Amount within the applicable period and so notified the Failing Partner shall (provided that the Failing Partner fails fully to remedy its failure to contribute within five days after the delivery of notice by the Non-Failing Partner with respect to such failure under this Section 4.2), in its sole discretion, have the right to elect either one of the following remedies (or a combination thereof) for its pro rata share of the Unfunded Amount (allocated among all Non-Failing Partners, pro rata in accordance with their respective Percentage Interests or on such other basis as they may agree):
Failure to Fund Capital Contributions. (a) If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company under a Call Notice issued pursuant to this Article V, and if such failure is not cured within 10 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such Default (a “Default Notice”) to the Defaulting Member and the non-Defaulting Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay (the “Default Amount”).
Failure to Fund Capital Contributions. If a Party does not fund all or any portion of a Capital Call by the due date specified in a draw-down notice properly delivered in accordance with Section 4.2 and Section 4.3, the non-funding Party (either Bunge Netherlands or Solazyme, Inc.) shall be provided with a notice of deficiency and shall have ten (10) Business Days to fund the deficient portion of its Capital Call. If the non-funding Party fails to pay the deficient portion of the Capital Call within such ten (10) Business Day period, then the other Party (to the extent that such other Party has fully funded its Capital Call) shall have the opportunity to fund the deficient portion of the non-funding Party’s Capital Call and if it does so, the Parties’ respective Percentage Interests shall be adjusted to reflect the funding Party’s increased capital contribution. If neither Party funds the deficient portion of a Capital Call, the respective Percentage Interests of the Parties shall be adjusted to reflect the unequal Capital Contributions. The adjustment of the Percentage Interests due to the failure to make equal Capital Contributions under this Article 4 shall be made on the basis of the total cash contributions made by each Party to the Company. Exhibit C provides an example of how this adjustment is calculated. The failure of a Party to fund all or any portion of a Capital Call shall not be deemed a material breach of this Agreement, and the adjustment set forth in this Section 4.4 shall be the sole remedy for any such failure.
Failure to Fund Capital Contributions. (a) If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company under a Call Notice issued pursuant to this ARTICLE V, and if such failure is not cured within 10 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such default (a “Default Notice”) to the Defaulting Member and each Affected Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay.
Failure to Fund Capital Contributions. If a Member fails to contribute an amount equal to the entire Additional Contribution Amount required to be contributed by it within the applicable period specified in Section 4.3 (the "Failing Member"), and if the other Member (the "Non-Failing Member") contributes its entire Additional Contribution Amount within the applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five days after the delivery of notice by the Non-Failing Member with respect to a failure under this Section 4.4 (the "Notice of Intention"), then the Non-Failing member, in its sole discretion, may elect any one of the following, which election shall be specified in the Notice of Intention:
Failure to Fund Capital Contributions. (a) Except as otherwise provided in Section 5.02, if any Member fails to pay in full when due (any such date, a “Due Date”) any undisputed amount owed to the Company under a Call Notice issued pursuant to this Article V, and if such failure is not cured within 20 days of such Due Date, then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred to herein as a “Defaulting Member.” The Company shall give notice of such default (a “Default Notice”) to the Defaulting Member and the Affected Member. A Default Notice shall include a statement of the amount the Defaulting Member has failed to pay. If such Member cures such failure within such 20 day period, the Company shall issue Class A Units or Class B Units to the Defaulting Member in accordance with Section 5.02 (as applicable based on the subsection of Section 5.02 pursuant to which such Call Notice was issued) as if such capital contributions were timely made thereunder.
Failure to Fund Capital Contributions. (a) If a Shareholder (any such Shareholder being a “Non-Funding Party”) fails to fund by the required Funding Date all or any portion of its respective Required Contributions or Agreed Contributions (or delivers written notice to the Company and each other Shareholder prior to the required Funding Date that it does not intend to fund all or any portion of its respective Required Contributions or Agreed Contributions), then the Shareholders other than the Non-Funding Party (such other Shareholders, collectively, the “Funding Party”) shall have the right (but not the obligation) to fund any portion of the amount left unfunded (the “Unfunded Amount”). Any amount so funded by the Funding Party (a “Funding Amount”) shall be treated as a subscription for Equity Shares in accordance with Section 7.5(b) below.
Failure to Fund Capital Contributions. (a) If a Member fails to make all or part of any Capital Contribution (such amount its “Unfunded Contribution”) requested under Section 4.2 within thirty (30) days after delivery of written notice from the Board of such request (a “Non-Contributing Member”), the other Member(s) will have the option, but not be obligated, to contribute to the Company all or part of the Unfunded Contribution (each such Member who funds any part of an Unfunded Contribution, a “Contributing Member”). If the proposed contributions by the Contributing Members exceed the Unfunded Contribution, then each Contributing Member may fund a portion of the Unfunded Contribution on a pro rata basis according to the respective Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of such Contributing Members in place of such Non-Contributing Member. The amount contributed by any Contributing Member in accordance with the foregoing sentence is deemed a “Member Loan”, which will be treated as loaned by such Contributing Member to the Non-Contributing Member (or as applicable under Section 4.2(c), to the Company), and in turn, contributed by the Non-Contributing Member to the Company. The Non-Contributing Member hereby agrees that the proceeds of the Member Loan may be paid directly to the Company by such Contributing Member.
