Common use of Equalization Target Date Clause in Contracts

Equalization Target Date. (a) In the event that the Equalization Date has not occurred on or before **, then all distributions of Available Cash received by the MWE Liberty Group after ** pursuant to any provision of this Agreement shall automatically be contributed to the Company as additional Capital Contributions until the Equalization Date occurs. If the Equalization Date has not occurred on or before December 31, 2011 (the “Equalization Target Date”), then the Class A Members holding at least a majority of the Class A Percentage Interests may elect by written notice to require MWE Liberty to make an additional cash Capital Contribution (the “True-Up Contribution”) sufficient to result in the Equalization Date occurring within ** after the Equalization Target Date. MWE Liberty shall cause such True-Up Contribution to be made and the Equalization Date to occur within ** of the requesting notice of the requisite Class A Members. To the extent that the Company does not have commitments to spend the True-Up Contribution in accordance with the Approved Budget (and any amendments or modifications to such Approved Budget approved prior to the date of the True-up Contribution) in effect at the time MWE Liberty is required to make the True-Up Contribution, then, at the end of the first full fiscal quarter following the date of the True-Up Contribution, the Company shall distribute any amount of the True-Up Contribution not spent or committed to be spent in accordance with such Approved Budget, and any approved amendments thereto, to the Members in accordance with their Percentage Interests. For clarification purposes, it is the intent of the Members that the True-Up Contribution be an amount such that after payment of the True-Up Contribution is made by MWE Liberty, the Percentage Interest of the MWE Liberty Group is 60% and the Percentage Interest of the NGPMR Group is 40%. (b) If MWE Liberty fails to make the True-Up Contribution in accordance with Section 4.9(a) above, then the Interests held by the MWE Liberty Group shall not be ** of the Company; provided, however, that the then controlling Members shall not ** to the MWE Liberty Group in any material respect ** of the MWE Liberty Group. Additionally, NGPMR shall have the ** subject to the provisions of ** to any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **, (B) all Members ** any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, of all of ** or (C) the Company to ** other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **. (c) Within five days after receipt of any notice of **, the Board shall notify each Member, in writing, ** shall identify the **, including the form of the ** and provide a copy of **. Each Member agrees that ** it will (i) take such action as may reasonably be required, including **, (ii) cause its designated Managers to take such action required, to **, (iii) provide for the execution of such agreements and such instruments and other actions reasonably necessary to provide, to the extent necessary, ** relating to such **, in each case only to the extent that **; provided that, no Affiliated Member Group shall be obligated in respect of any ** and referred to in the immediately preceding clause in such ** for an ** to such Affiliated Member Group in **. The Member proposing ** shall have the right in connection with ** (or in connection with the **) to require the Company to cooperate fully with ** by taking all customary and other actions reasonably requested by the Member **, including making the ** reasonably available **, establishing a ** in connection with such processes and making ** activities, in each case subject to **. The Company and each Member shall provide assistance with respect to these actions as reasonably requested by the Member **. In addition, once ** under this Section 4.9, the Board shall be entitled to take all steps reasonably necessary to carry out **, including **; provided, however, that the rights granted the Board in this sentence shall not permit the Board to **.

Equalization Target Date. (a) In the event that the Equalization Date has not occurred on or before **, then all All distributions of Available Cash received by the MWE Liberty Group after ** pursuant to any provision of this Agreement shall automatically be contributed to the Company as additional Capital Contributions until the Equalization Date occurs. If the Equalization Date has not occurred on or before December 31, 2011 2012 (the “"Equalization Target Date”"), then the Class A Members holding at least a majority of the Class A Percentage Interests may elect by written notice to require MWE Liberty to make an additional cash Capital Contribution (the “"True-Up Contribution”") sufficient to result in the Equalization Date occurring within ** after the Equalization Target Date. MWE Liberty shall cause such True-Up Contribution to be made and the Equalization Date to occur within ** of the requesting notice of the requisite Class A Members. To the extent that the Company does not have commitments to spend the True-Up Contribution in accordance with the Approved Budget (and any amendments or modifications to such Approved Budget approved prior to the date of the True-up Contribution) in effect at the time MWE Liberty is required to make the True-Up Contribution, then, at the end of the first full fiscal quarter following the date of the True-Up Contribution, the Company shall distribute any amount of the True-Up Contribution not spent or committed to be spent in accordance with such Approved Budget, and any approved amendments thereto, to the Members in accordance with their Percentage Interests. For clarification purposes, it is the intent of the Members that the True-Up Contribution be an amount such that after payment of the True-Up Contribution is made by MWE Liberty, the Percentage Interest of the MWE Liberty Group is 6051% and the Percentage Interest of the NGPMR Group is 4049%. (b) If MWE Liberty fails to make the True-Up Contribution in accordance with Section 4.9(a) above, then the Interests held by the MWE Liberty Group shall not be ** of the Company; provided, however, that the then controlling Members shall not ** to the MWE Liberty Group in any material respect ** of the MWE Liberty Group. Additionally, NGPMR shall have the ** subject to the provisions of ** to any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **, (B) all Members ** any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, of all of ** or (C) the Company to ** other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **. (c) Within five days after receipt of any notice of **, the Board shall notify each Member, in writing, ** shall identify the **, including the form of the ** and provide a copy of **. Each Member agrees that ** it will (i) take such action as may reasonably be required, including **, (ii) cause its designated Managers to take such action required, to **, (iii) provide for the execution of such agreements and such instruments and other actions reasonably necessary to provide, to the extent necessary, ** relating to such **, in each case only to the extent that **; provided that, no Affiliated Member Group shall be obligated in respect of any ** and referred to in the immediately preceding clause in such ** for an ** to such Affiliated Member Group in **. The Member proposing ** shall have the right in connection with ** (or in connection with the **) to require the Company to cooperate fully with ** by taking all customary and other actions reasonably requested by the Member **, including making the ** reasonably available **, establishing a ** in connection with such processes and making ** activities, in each case subject to **. The Company and each Member shall provide assistance with respect to these actions as reasonably requested by the Member **. In addition, once ** under this Section 4.9, the Board shall be entitled to take all steps reasonably necessary to carry out **, including **; provided, however, that the rights granted the Board in this sentence shall not permit the Board to **.,

Equalization Target Date. (a) In the event that the Equalization Date has not occurred on or before **, then all distributions of Available Cash received by the MWE Liberty Group after ** pursuant to any provision of this Agreement shall automatically be contributed to the Company as additional Capital Contributions until the Equalization Date occurs. If the Equalization Date has not occurred on or before December 31, 2011 (the “"Equalization Target Date”"), then the Class A Members holding at least a majority of the Class A Percentage Interests may elect by written notice to require MWE Liberty to make an additional cash Capital Contribution (the “"True-Up Contribution”") sufficient to result in the Equalization Date occurring within ** after the Equalization Target Date. MWE Liberty shall cause such True-Up Contribution to be made and the Equalization Date to occur within ** of the requesting notice of the requisite Class A Members. To the extent that the Company does not have commitments to spend the True-Up Contribution in accordance with the Approved Budget (and any amendments or modifications to such Approved Budget approved prior to the date of the True-up Contribution) in effect at the time MWE Liberty is required to make the True-Up Contribution, then, at the end of the first full fiscal quarter following the date of the True-Up Contribution, the Company shall distribute any amount of the True-Up Contribution not spent or committed to be spent in accordance with such Approved Budget, and any approved amendments thereto, to the Members in accordance with their Percentage Interests. For clarification purposes, it is the intent of the Members that the True-Up Contribution be an amount such that after payment of the True-Up Contribution is made by MWE Liberty, the Percentage Interest of the MWE Liberty Group is 60% and the Percentage Interest of the NGPMR Group is 40%. (b) If MWE Liberty fails to make the True-Up Contribution in accordance with Section 4.9(a) above, then the Interests held by the MWE Liberty Group shall not be ** of the Company; provided, however, that the then controlling Members shall not ** to the MWE Liberty Group in any material respect ** of the MWE Liberty Group. Additionally, NGPMR shall have the ** subject to the provisions of ** to any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **, (B) all Members ** any Person, other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, of all of ** or (C) the Company to ** other than an Affiliate or partner of any member of the NGPMR Group or any NGPMR Portfolio Company, **. (c) Within five days after receipt of any notice of **, the Board shall notify each Member, in writing, ** shall identify the **, including the form of the ** and provide a copy of **. Each Member agrees that ** it will (i) take such action as may reasonably be required, including **, (ii) cause its designated Managers to take such action required, to **, (iii) provide for the execution of such agreements and such instruments and other actions reasonably necessary to provide, to the extent necessary, ** relating to such **, in each case only to the extent that **; provided that, no Affiliated Member Group shall be obligated in respect of any ** and referred to in the immediately preceding clause in such ** for an ** to such Affiliated Member Group in **. The Member proposing ** shall have the right in connection with ** (or in connection with the **) to require the Company to cooperate fully with ** by taking all customary and other actions reasonably requested by the Member **, including making the ** reasonably available **, establishing a ** in connection with such processes and making ** activities, in each case subject to **. The Company and each Member shall provide assistance with respect to these actions as reasonably requested by the Member **. In addition, once ** under this Section 4.9, the Board shall be entitled to take all steps reasonably necessary to carry out **, including **; provided, however, that the rights granted the Board in this sentence shall not permit the Board to **.Board