Common use of Drawdown Procedures Clause in Contracts

Drawdown Procedures. (a) Subject to Section 5.1, each Partner shall make Capital Contributions to the Partnership in such amounts and at such times as the General Partner shall specify in notices (individually a "Drawdown Notice") delivered from time to time to such Partner as hereinafter provided. Each drawdown by the Partnership of Capital Contributions pursuant to a Drawdown Notice is hereinafter referred to as a "Drawdown". All Capital Contributions shall be paid to the Partnership in immediately available funds in United States dollars by 2:00 p.m. (New York time) on the date specified in the applicable Drawdown Notice. Drawdowns may only be made for amounts that the General Partner determines are reasonably anticipated to be necessary to make Investments or to pay Partnership Expenses. (1) Except as otherwise provided in Section 5.2(c), each Drawdown Notice shall specify: (i) the aggregate Capital Contributions to be made by the Partners (the "Drawdown Amount"), (ii) the manner in which, and the expected date on which, such Drawdown is to be applied, (iii) if such Drawdown is to be applied to an existing Investment, a description of the application of such amount and if to make a new Investment, a description of the expected material terms of the proposed Investment, (iv) the required Capital Contribution to be made by each Partner, (v) the date (the "Drawdown Date") on which such Capital Contribution is due (which shall be at least ten (10) Business Days from and including the date of delivery of the Drawdown Notice), (vi) the account to which such Capital Contribution should be paid, and (vii) that the General Partner acknowledges the continued existence of the representations and warranties made by it in Section 12.5(a) hereof and that there is then no uncured breach by the General Partner of any of such representations and warranties and that the acknowledgements and agreements of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as set forth in clauses (a), (b), and (c) of Section 12.6, continue in existence and that there is no uncured breach of any of such acknowledgements and agreements. The General Partner may reduce the Drawdown Amount by notice to the Partners at least one (1) Business Day prior to any

Appears in 1 contract

Sources: Limited Partnership Agreement (Acadia Realty Trust)

Drawdown Procedures. (a) Subject to Section 5.1Each Limited Partner must, each Partner shall except as otherwise expressly provided herein, make Capital Contributions to the Partnership in such amounts and at such times as the General Partner shall specify specifies in notices (individually a "each applicable Drawdown Notice") Notice delivered from time to time to such Partner as hereinafter provided. Each drawdown by the Partnership of Capital Contributions pursuant to a Drawdown Notice is hereinafter referred to as a "Drawdown"Limited Partner. All Capital Contributions shall must be paid to the Partnership in immediately available funds in United States U.S. dollars by 2:00 5:00 p.m. (New York timeCentral Standard Time) on the date specified in the applicable Drawdown Notice. Drawdowns Capital Contributions may only be made for include amounts that the General Partner determines in its sole discretion are reasonably anticipated necessary or desirable to be necessary satisfy obligations with respect to, or establish reserves in respect of, Fund Investments or Partnership Expenses. The General Partner must make Capital Contributions to the Partnership in amounts equal to its Unfunded Capital Commitment Percentage of each Drawdown Amount at the same times and in the same manner as the Limited Partners who are required to make Investments or to pay Partnership Expensesrelated Capital Contributions. (1b) Except as otherwise provided in Section 5.2(c), each Each Drawdown Notice shall must specify: (i) the aggregate Capital Contributions to be made by the Partners (the "Drawdown Amount"),; (ii) the manner in which, and the expected date on which, such Drawdown is to be applied,; (iii) if such Drawdown is to be applied to an existing Investment, a description of the application of such amount and if to make a new Investment, a description of the expected material terms of the proposed Investment, (iv) the required Capital Contribution to be made by each such Limited Partner,; (viv) the date (the "Drawdown Date") on which such Capital Contribution is due (which shall must be at least ten (10) 3 Business Days from and including the date of delivery of the Drawdown Notice),; provided, however, that other than in connection with a capital call from the ▇▇▇▇ Fund or any other Person in which an Other ▇▇▇▇ Investment has been made, any such Drawdown Notice in respect of Partnership Expenses will be sent to the Partners at least 10 Business Days prior to the date such Capital Contribution is due from and including the date of delivery of the Drawdown Notice; and‌ (viv) the account of the Partnership to which such Capital Contribution should be paid. (c) In connection with any such Drawdown, each Partner is required to make a Capital Contribution equal to the product of (x) such Partner’s Unfunded Capital Commitment Percentage times (y) the Drawdown Amount specified in the applicable Drawdown Notice. (d) If in connection with the making of any Fund Investment or the payment of any Partnership Expense in respect of which a Drawdown Notice has been delivered, the General Partner determines, in its discretion, that it is necessary to increase the required Capital Contribution to be made by Partners in connection therewith, the General Partner will deliver an‌ additional Drawdown Notice to each Limited Partner amending the original Drawdown Notice and specifying: (i) the amount of any increase in the Drawdown Amount; (ii) the amount of the increase in the required Capital Contribution to be made by such Limited Partner (which will not be in excess of such Limited Partner’s Unfunded Capital Commitment); (iii) the Drawdown Date with respect to the amount of the increase in the required Capital Contribution if different from the Drawdown Date specified in the original Drawdown Notice; and (viiiv) that the General Partner acknowledges reason for such increase. The Drawdown Date with respect to such incremental amount will not be less than 10 days after the continued existence date of delivery of the representations and warranties made by it in Section 12.5(a) hereof and that there is then no uncured breach by the General Partner of any of additional Drawdown Notice with respect to such representations and warranties and that the acknowledgements and agreements of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as set forth in clauses (a), (b), and (c) of Section 12.6, continue in existence and that there is no uncured breach of any of such acknowledgements and agreements. The General Partner may reduce the Drawdown Amount by notice to the Partners at least one (1) Business Day prior to anyincremental amount.

Appears in 1 contract

Sources: Limited Partnership Agreement