Common use of Default by a Limited Partner Clause in Contracts

Default by a Limited Partner. (a) Upon the failure of any Limited Partner (a "Defaulting Partner") to pay in full when due any portion of its Capital Contribution called for by the General Partner pursuant to section 4.1 and continuation of such failure for sixty (60) days after notice thereof by the General Partner acting on behalf of the Partnership to the Defaulting Partner, the General Partner acting on behalf of the Partnership shall have the right either (i) to take any and all actions permitted under applicable law to collect the defaulted Capital Contribution, or (ii) by notice to the Defaulting Partner, to terminate all of the profits interest of the Defaulting Partner in the Partnership. Upon such termination, the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership, the Defaulting Partner shall participate in distributions pursuant to Article VI, but only in an amount up to the lowest of (i) the positive balance, if any, of the Defaulting Partner's Capital Account at the time of the default, or (ii) the Defaulting Partner's Adjusted Capital Contributions, or (iii) the amount the Defaulting Partner would have received if his profits interest in the Partnership had not been terminated pursuant to this Section 4.2. Upon such termination, the Defaulting Partner shall have no right to have its rights or interest reinstated. Upon such termination, the Defaulting Partner shall be excluded for all purposes from any vote or action of the Limited Partners, including those requiring consent. The taking by the General Partner acting on behalf of the Partnership of any action or the commencement of any proceeding to collect a defaulted Capital Contribution shall not preclude the General Partner acting on behalf of the Partnership prior to collection thereof from terminating the profits interest of a Defaulting Partner in the Partnership pursuant to this Section 4.2(a). (b) In addition to the rights provided under Section 4.2(a), the General Partner acting on behalf of the Partnership shall have the right to substitute for any Defaulting Partner any other Person as a Replacement Limited Partner who will acquire all the rights and assume all the obligations of the Defaulting Partner (without giving effect to the limitations on such rights in Section 4.2(a)), provided that such Replacement Limited Partner executes and delivers to the General Partner acting on behalf of the Partnership any documents or instruments necessary or appropriate to evidence the foregoing. If the General Partner acting on behalf of the-Partnership elects to find a Replacement Limited Partner for a Defaulting Partner, each Limited Partner other than the Defaulting Partner shall be given the opportunity, for a period of five (5) days after notice by the General Partner, to elect to be substituted as a Replacement Limited Partner with respect to a proportionate share (based on the Capital Contributions of the Limited Partners other than the Defaulting Partner) of the Defaulting Partner's Interest. The Replacement Limited Partner shall have no obligation to the Defaulting Partner, and the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership the Defaulting Partner shall receive up to the amount specified in section 4.2(a), and such amount shall reduce the distributions otherwise required to be made to the Replacement Limited Partner upon liquidation. (c) In the event the General Partner acting on behalf of the Partnership elects to collect a defaulted Capital Contribution from a Defaulting Partner rather than to rescind and terminate such Defaulting Partner's profits interest in the Partnership, such Defaulting Partner shall remain liable for all of its obligations under this Agreement, including the obligation to make Capital Contributions.

Default by a Limited Partner. (a) Upon the failure of any Limited Partner (a "Defaulting Partner") to pay in full when due any portion of its Capital Contribution called for by the General Partner pursuant to section Section 4.1 and continuation of such failure for sixty (60) days after notice thereof by the General Partner acting on behalf of the Partnership to the Defaulting Partner, the General Partner acting on behalf of the Partnership shall have the right either (i) to take any and all actions permitted under applicable law to collect the defaulted Capital Contribution, or (ii) by notice to the Defaulting Partner, to terminate all of the profits interest of the Defaulting Partner in the Partnership. Upon such termination, the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership, the Defaulting Partner shall participate in distributions pursuant to Article VI, but only in an amount up to the lowest of (i) the positive balance, if any, of the Defaulting Partner's Capital Account at the time of the default, or (ii) the Defaulting Partner's Adjusted Capital Contributions, or (iii) the amount the Defaulting Partner would have received if his profits interest in the Partnership had not been terminated pursuant to this Section 4.2. Upon such termination, the Defaulting Partner shall have no right to have its rights or interest reinstated. Upon such termination, the Defaulting Partner shall be excluded for all purposes from any vote or action of the Limited Partners, including those requiring consent. The taking by the General Partner acting on behalf of the Partnership of any action or the commencement of any proceeding to collect a defaulted Capital Contribution shall not preclude the General Partner acting on behalf of the Partnership prior to collection thereof from terminating the profits interest of a Defaulting Partner in the Partnership pursuant to this Section 4.2(a). (b) In addition to the rights provided under Section 4.2(a), the General Partner acting on behalf of the Partnership shall have the right to substitute for any Defaulting Partner any other Person as a Replacement Limited Partner who will acquire all the rights and assume all the obligations of the Defaulting Partner (without giving effect to the limitations on such rights in Section 4.2(a)), provided that such Replacement Limited Partner executes and delivers to the General Partner acting on behalf of the Partnership any documents or instruments necessary or appropriate to evidence the foregoing. If the General Partner acting on behalf of the-the Partnership elects to find a Replacement Limited Partner for a Defaulting Partner, each Limited Partner other than the Defaulting Partner shall be given the opportunity, for a period of five (5S) days after notice by the General Partner, to elect to be substituted as a Replacement Limited Partner with respect to a proportionate share (based on the Capital Contributions of the Limited Partners other than the Defaulting Partner) of the Defaulting Partner's Interest. The Replacement Limited Partner shall have no obligation to the Defaulting Partner, and the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership the Defaulting Partner shall receive up to the amount specified in section Section 4.2(a), and such amount shall reduce the distributions otherwise required to be made to the Replacement Limited Partner upon liquidation. (c) In the event the General Partner acting on behalf of the Partnership elects to collect a defaulted Capital Contribution from a Defaulting Partner rather than to rescind and terminate such Defaulting Partner's profits interest in the Partnership, such Defaulting Partner shall remain liable for all of its obligations under this Agreement, including the obligation to make Capital Contributions.

Default by a Limited Partner. (a) Upon the failure of any Limited Partner (a "Defaulting Partner") to pay in full when due any portion of its Capital Contribution called for by the General Partner pursuant to section Section 4.1 and continuation of such failure for sixty (60) days after notice thereof by the General Partner acting on behalf of the Partnership to the Defaulting Partner, the General Partner acting on behalf of the Partnership shall have the right either (i) to take any and all actions permitted under applicable law to collect the defaulted Capital Contribution, or (ii) by notice to the Defaulting Partner, to terminate all of the profits interest of the Defaulting Partner in the Partnership. Upon such termination, the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership, ; the Defaulting Partner shall participate in distributions pursuant to Article VI, but only in an amount up to the lowest of (i) the positive balance, if any, of the Defaulting Partner's Capital Account at the time of the default, or (ii) the Defaulting Partner's Adjusted Capital Contributions, or (iii) the amount the Defaulting Partner would have received if his profits interest in the Partnership had not been terminated pursuant to this Section 4.2. Upon such termination, the Defaulting Partner shall have no right to have its rights or interest reinstated. Upon such termination, the Defaulting Partner shall be excluded for all purposes from any vote or action of the Limited Partners, including those requiring consent. The taking by the General Partner acting on behalf of the Partnership of any action or the commencement of any proceeding to collect a defaulted Capital Contribution shall not preclude the General Partner acting on behalf of the Partnership prior to collection thereof from terminating the profits interest of a Defaulting Partner in the Partnership pursuant to this Section 4.2(a). (b) In addition to the rights provided under Section 4.2(a), the General Partner acting on behalf of the Partnership shall have the right to substitute for any Defaulting Partner any other Person as a Replacement Limited Partner who will acquire all the rights and assume all the obligations of the Defaulting Partner (without giving effect to the limitations on such rights in Section 4.2(a)), provided that such Replacement Limited Partner executes and delivers to the General Partner acting on behalf of the Partnership any documents or instruments necessary or appropriate to evidence the foregoing. If the General Partner acting on behalf of the-the Partnership elects to find a Replacement Limited Partner for a Defaulting Partner, each Limited Partner other than the Defaulting Partner shall be given the opportunity, for a period of five (5) days after notice by the General Partner, to elect to be substituted as a Replacement Limited Partner with respect to a proportionate share (based on the Capital Contributions of the Limited Partners other than the Defaulting Partner) of the Defaulting Partner's Interest. The Replacement Limited Partner shall have no obligation to the Defaulting Partner, and the Defaulting Partner shall have no rights or interest in the Partnership except that upon liquidation of the Partnership the Defaulting Partner shall receive up to the amount specified in section Section 4.2(a), and such amount shall reduce the distributions otherwise required to be made to the Replacement Limited Partner upon liquidation. (c) In the event the General Partner acting on behalf of the Partnership elects to collect a defaulted Capital Contribution from a Defaulting Partner rather than to rescind and terminate such Defaulting Partner's profits interest in the Partnership, such Defaulting Partner shall remain liable for all of its obligations under this Agreement, including the obligation to make Capital Contributions.