FAILURE TO CONTRIBUTE Clause Samples

FAILURE TO CONTRIBUTE. A. Should (i) any Developer fail to contribute timely its Development Stage Contribution, or (ii) any Member fail to contribute on the date requested by the Executive Committee either (a) its Additional Development Land Contribution pursuant to Section 4.3, above, or (b) its Shortfall Contribution pursuant to Section 4.4, above (“Non-Contributing Member”), all, some or one of the other Members who are not themselves Defaulting Members (“Other Members”) shall be entitled to make non-recourse loans secured by the Non-Contributing Member’s Interest in the Company (“Non-Contribution Loans”) to the Non-Contributing Member in the amount of the cash Capital Contribution which the Non-Contributing Member failed to make. If more than one (1) Other Member elects to make a Non-Contribution Loan to the Non-Contributing Member, then such Other Members shall make the Non-Contribution Loans pro rata in accordance with their relative Percentage Interests. The Non-Contribution Loan shall bear interest at a default interest rate which is the greater of the following (the “Default Interest Rate”): (i) twenty percent (20%) per annum, or (ii) the reference rate of Bank of America NT&SA, plus six percent (6%) per annum, in either case, compounded monthly. The Members acknowledge and agree that the foregoing Default Interest Rate is a default rate of interest. Accordingly, to the extent the Default Interest Rate exceeds that which would otherwise be permitted by law, such excess interest is intended to reflect a liquidated damages amount for the default of the Non-Contributing Member and not a penalty. Instead, such excess interest constitutes a good faith estimate by the Members to estimate the actual damages resulting from the Non-Contributing Member’s default. The Members agree that such estimate is reasonable. Notwithstanding anything herein to the contrary, all distributions which would otherwise be made to the Non-Contributing Member under Sections 4.3A(1)(b)(v), 6 and 14.3, below shall be paid over to the Other Members who had made Non-Contribution Loans, in proportion to the outstanding balance(s) of the Non-Contribution Loan(s) made by such Other Members, until their Non-Contribution Loans to the Non-Contributing Member, including all interest accrued thereon, are repaid in full. Any such amounts shall be deemed to have been distributed to the Non-Contributing Member and applied by the Non-Contributing Member to repay the Non-Contribution Loan(s). Further, the Non-Contr...

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute, within 10 Days of the date required, all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the other Members may cause the Company to exercise, on notice to

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Member") is required to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does ele...

FAILURE TO CONTRIBUTE. If a Member (a “Delinquent Member”) does not contribute within three (3) days of the date required all or any portion of a Capital Contribution that Member is required to make as provided in this Company Agreement, the remaining Members in proportion to their Allocable Shares or in such other percentages as they may agree may make the Capital Contribution that the Delinquent Member failed to make and the Allocable Shares of the Members, including the Delinquent Member, shall be adjusted to reflect the Delinquent Member’s failure to make the Capital Contribution and the resulting increase in the Capital Accounts of the remaining Members and appropriate adjustments in the Members’ Company Interests.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”)....

FAILURE TO CONTRIBUTE. If a Member (“Delinquent Member”) does not contribute all or any portion of the Capital Contribution required pursuant to and at the time required by, such Member’s Commitment, the Company may sell additional interests in the Company to existing Members on a Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Members of the Company do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Member is called to contribute 10%, and the Member fails to contribute, the dilution will actually count towards their Percentage Interest at a rate of 1.5 times the value and it will instead be attributed to the value of the purchasing Member or third party.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a capital contribution that such Member ("Delinquent Member") is required to make as provided in this LLC Agreement, the Company (by vote of at least a majority of the Percentage Interests remaining after excluding the Percentage Interest of the Delinquent Member) may exercise, on written notice to such Delinquent Member, the following remedy: (i) permitting the other Members in proportion to their Membership Interest or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Delinquent Member's capital contribution that is in default, with the following results: (1) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a capital contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement; (2) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") is due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member; (3) the amount lent bears interest at the Default Interest Rate from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith ("Loan Costs"), is repaid to the Lending Member; (4) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Loan Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Loan Costs, and finally to principal); (5) the payment of the Obligation and Loan Costs is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.06(c); and (6) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware) that the Lending Member may deem appropriate to obtain payment from the Delinquent M...

FAILURE TO CONTRIBUTE. If a Limited Partner (“Delinquent Limited Partner”) does not contribute all or any portion of the Capital Contribution required pursuant to and at the time required by, such Limited Partner’s Commitment, the Company may sell additional interests in the Company to existing Limited Partners on a Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Limited Partners of the Company do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Limited Partner is called to contribute 10%, and the Limited Partner fails to contribute, the dilution will actually affect their Percentage Interest at a rate of 1.5 times the value and it will instead be attributed to the value of the purchasing Limited Partner or third party.

FAILURE TO CONTRIBUTE. If a Member (the “Defaulting Member“) fails to make such Member’s Additional Capital Contribution within the time period prescribed in Section 5.2(g), and the other Member (the “Non‑Defaulting Member”) has made its Additional Capital Contribution in accordance with this Agreement, the Non-Defaulting Member shall notify the Defaulting Member of said failure and the Non‑Defaulting Member shall have the right, but not the obligation, to: