Making of Capital Calls Clause Samples

Making of Capital Calls. (i) At any time and from time to time following the contribution of all Initial Capital Contributions, the Manager may determine that additional funds (a “Shortfall”) are reasonably required: (1) for costs contemplated by the initial Annual Budget attached hereto as Schedule 1, including but not limited to, costs associated with due diligence, costs of acquiring or renovating the Property (including capital improvements), startup costs or costs associated with working capital, but only to the extent not covered by the Initial Capital Contributions, as adjusted, made pursuant to Section 3.1; (2) to meet the ongoing obligations, liabilities, expenses or reasonable business needs of the Company in accordance with the then applicable Annual Budget to the extent not covered by the Initial Capital Contributions; (3) to pay Necessary Expenses whether or not provided for in the then applicable Annual Budget; or (4) to pay costs (other than Necessary Expenses) which are not provided for in the then applicable Annual Budget, but which are Approved by the Members. In the event of a Shortfall, the Manager may make a capital call (a “Capital Call”) to the Members to contribute their pro rata share (based on their relative Percentage Interests) of such Shortfall in accordance with the provisions of this Section 3.2, provided that the aggregate amount of capital that each of the Members is obligated to contribute to the Company pursuant to Section 3.1, this Section 3.2(a) and Section 3.3 (including any Capital Contributions deemed to be made by the Members but specifically excluding Capital Contributions for Approved Expense Shortfalls that are made after such Member has made aggregate Capital Contributions equal to such Member’s Maximum Amount) shall not exceed such Member’s Maximum Amount in the aggregate. (ii) In addition, if at any time or from time to time following the contribution of all Initial Capital Contributions, any Member determines that additional funds are reasonably required to fund Approved Expenses (“Approved Expenses Shortfall”) and the Manager has failed to make a Capital Call to fund such Approved Expenses under Section 3.2(a)(i)(2), (3) or (4) above, then either Member may (but shall not be obligated to) send written notice to the Manager of such Approved Expense Shortfall, and if, within five (5) Business Days after receiving the notice, the Manager fails to make a Capital Call to fund such Approved Expense Shortfall, such Member may (but shall no...
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Making of Capital Calls. For the avoidance of doubt, any capital commitment to the Fund any Member may have had under the Existing Agreement prior to the date hereof is hereby cancelled. Each Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. Each such payment shall be made from time to time after notice from the Administrative Agent specifying the amount then to be paid (such notice, a “Capital Call Notice”). Such amount shall be payable on the date set forth in such notice provided by the Administrative Agent (the “Call Due Date”), but such date may not be sooner than three Business Days following the date on which the Administrative Agent provides the Members with such notice. The Administrative Agent shall be required to obtain the approval of the Board of Managers for each such capital call made to the Members. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments.
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Making of Capital Calls. Each Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. Each such payment shall be made from time to time after notice from the Administrative Agent specifying the amount then to be paid. Such amount shall be payable on the date set forth in such notice provided by the Administrative Agent (the “Call Due Date”), but such date may not be sooner than three Business Days following the date on which the Administrative Agent provides the Members with such notice. The Administrative Agent shall be required to obtain the approval of the Board of Managers for each such capital call made to the Members. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments.
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Related to Making of Capital Calls

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Return of Capital The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from Company assets).

  • Withdrawal of Capital No Member may withdraw all or any part of its Capital Contribution except with the unanimous consent of the mangers or as provided in Article III (regarding distributions generally) or Article VIII (regarding dissolution of the Company).