Additional Capital Commitments Clause Samples

Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership has a Capital Need (as defined below), there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" and together with Initial Commitments, collectively the "Commitments"); provided, however, 6 -6- the aggregate Capital Contributions made by all Partners under all Commitments shall not exceed $10,000,000 without the prior express written consent of all Partners. Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds (or reasonably anticipates the need for additional funds within 60 days) for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written notice thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires (or is obligated) to accept Offered Commitments must give written notice of its acceptance to each other Partner and to the Partnership during the Offer Period. Unless a Limited Partner accepts Offered Commitments during the Offer Period in accordance with the foregoing, such Limited Partner shall be deemed to have rejected such Offered Commitments. If a Limited Partner rejects (or is deemed to have rejected) the Offered Commitments, the other Limited Partner may elect to accept all (but not less than all) of such rejected Offered Commitments by giving written notice thereof to the Other Partners on or before the expiration of 15 days after the end of the Offer Period.
View SourceView Similar (3)
Additional Capital Commitments. If any Mandatory Operating Expenses and/or Approved Capital Expenditures (as each such term is defined below) incurred, or expected to be incurred, for any period shall exceed the funds that the Company has, or will have, available during such period, then at the written request of either Member, Managing Member shall require additional capital contributions (“Additional Operating Contributions”) from the Members in an aggregate amount sufficient to cover such shortfall. Additionally, if at any time, Managing Member (with the approval of the Co-Managing Member) determines that additional capital contributions are needed for Uncovered Operating Expenses (defined below), the Managing Member may require (with the approval of the Co-Managing Member) from time to time additional capital contributions to the Company (“Additional Uncovered Operating Contributions” and, together with Additional Operating Contributions, “Additional Capital Contributions”) from the Members in amounts necessary to fund such Uncovered Operating Expenses. Each Member shall contribute to the Company its share of Additional Capital Contributions under this Section 3.02 in accordance with its Percentage Interest in cash on or before the due date specified in the notice from the Managing Member, which due date shall not be less than fifteen (15) days from the date of such written notice. No Member shall be obligated to fund Additional Capital Contributions authorized under this Section 3.02 more often than once during any calendar month.
View SourceView Similar (2)
Additional Capital Commitments. Within ten (10) days of a written notice of the Manager, each Member shall contribute to the Company by wire transfer or check the
View SourceView Similar (2)
Additional Capital Commitments a. Except as set forth in Section 5.5(b) with respect to an Adjustment Liability, no Member shall be required to make (a) any additional contribution to the capital of the Company, (b) a loan to the Company, or (c) guaranty any Company indebtedness or other obligations. b. Notwithstanding Section 3.2(a), if, at any time following approval by the Manager, a Member makes a loan to the Company, such loan shall be subordinate to any loans from any then-existing third party lender to the Company if required by such lender, and may, in the Manager’s discretion, be repaid prior to any other distributions to the Members. Loans by any Member to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Member’s Capital Account.
View Source
Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership needs additional funds, there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" and together with Initial Commitments, collectively the "Commitments"). Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires to accept Offered Commitments must give written notice of its acceptance to each other
View Source
Additional Capital Commitments. Within ten (10) days of a written notice of the Manager, each Member shall contribute to the Company by wire transfer or check the amount set forth opposite such Member's name under the heading "Additional Capital Commitment" on Exhibit A hereto, which amount shall be credited to each Member's Capital Account. The Manager may give the notice for the first $100,000 of each Members's Additional Capital Commitment at any time after January 1, 1997 and may give the notice for the second $100,000 of each Member's Additional Capital Commitment at any time after January 1, 1998.
View Source

Related to Additional Capital Commitments

  • Capital Commitments (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

  • Additional Commitments The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 106 (National Treatment) or Article 107 (Market Access), including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule.

  • Incremental Commitments (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

  • Investment Commitment The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.