Equity Contribution Agreement Sample Clauses
Equity Contribution Agreement. A true and correct copy of the ----------------------------- Equity Contribution Agreement has been provided to Sellers. The execution and delivery of the Equity Contribution Agreement by WPSR Capital and PDI and the consummation of the transactions contemplated thereby has been duly and validly authorized by all necessary corporate or other action required on the part of each of WPSR Capital and PDI. The Equity Contribution Agreement has been duly and validly executed and delivered by each of WPSR Capital and PDI and constitutes the legal, valid and binding obligations of each of WPSR Capital and PDI enforceable against each of WPSR Capital and PDI in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Equity Contribution Agreement. Notwithstanding any other provision to the contrary contained in the LLC Documents, as the sole member of WPS Nevada, PDI shall contribute (and WPSR agrees that it shall cause PDI to contribute) from time to time, in immediately available funds, such capital and other funds as are necessary to permit WPS Nevada to fulfill when due its financial and other obligations which are contained in the Asset Sale Agreement from and after the date thereof to and including the Closing, including without limitation the payment of the Purchase Price pursuant to Section 4.2 of the Asset Sale Agreement (the "Pre-Closing Obligations") or amounts payable in connection with any breach of the Pre-Closing Obligations ("Breach Obligations"); and provided, further, that PDI shall contribute (and WPSR shall cause PDI to contribute), such additional capital to WPS Nevada after the Closing as may be necessary to permit WPS Nevada to pay any adjustments to the Purchase Price due from WPS Nevada under the terms and conditions of Section 3.2 of the Asset Sale Agreement (the "Post-Closing Obligations"). It is agreed and understood that the maximum financial exposure under this Agreement of PDI (together with WPSR) is an amount equal to (i) the Purchase Price less the TPPA Amount plus (ii) the Post-Closing Obligations, if any, plus (iii) all transaction expenses incurred by WPS Nevada. It is also agreed and understood that Seller is direct third-party beneficiary of the provisions of this paragraph 1.
Equity Contribution Agreement. To induce the Company to enter into an Investment Agreement, dated as of September 26, 2008 (including the exhibits attached thereto and as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Investment Agreement”), by and between IBC Investors I, LLC, a Delaware corporation (“Parent”), and the Company, pursuant to which Parent agrees to, among other things, purchase shares of New Common Stock and New Convertible Debt, and the Company agrees to issue Series A Warrants to Parent, in each case on the terms and subject to the conditions set forth or referred to in the Investment Agreement, the Contributor hereby unconditionally and irrevocably commits to the Company, on the terms and conditions set forth or referred to herein, to make an equity contribution to Parent in cash to the extent of the payment obligations due from Parent from time to time under the Investment Agreement, including any Parent obligation to pay damages for a breach by Parent of the Investment Agreement (the “Obligations”); provided, however, that the maximum amount payable by the Contributor under this Equity Contribution Agreement shall in no event exceed $130,000,000 (the “Cap”; the Obligations, as limited by the Cap, the “Covered Obligations”), it being understood that the Company will not seek to enforce this Equity Contribution Agreement without giving effect to the Cap. It is understood and agreed that, in lieu of requiring the Contributor to make an equity contribution to Parent in cash, at the election of the Company, the Contributor will be required to pay directly to the Company the full amount of the Covered Obligations that is due and payable hereunder, in which event such payments shall be credited and applied towards the Covered Obligations and the obligations of the Contributor under this Equity Contribution Agreement (and of Parent under the Investment Agreement) shall be deemed satisfied to the extent of such payments.
Equity Contribution Agreement. Following the Closing, Acquiror will cooperate with XXX to terminate that certain Equity Contribution Agreement, dated July 16, 2024, between XXX and TUM 1, and the Seller will cause XXX to cooperate with Acquiror to support any replacement conditions to the extent necessary.
Equity Contribution Agreement. It is expressly understood and agreed that the Borrower will not be responsible to us for the reimbursement to us of any claim under this Letter of Credit. In addition, presentation of such Draft Certificate or Reduction Certificate may also be made by fax transmission to ([ ]), or such other fax number identified by [insert name of Bank] in a written notice to you. To the extent a presentation is made by fax transmission, you must (i) provide telephone notification thereof to [insert name of Bank] ([insert telephone number]) prior to or simultaneously with the sending of such fax transmission and (ii) send the original of such Draft Certificate or Reduction Certificate by overnight courier to our Servicer, [insert name and address of Bank]. Provided, however, that [insert name of Bank]’s receipt of such telephone notice or original documents shall not be a condition to payment or reduction of the Stated Amount. Items delivered by facsimile transmission shall be deemed to be the equivalent of originals of such items for all purposes of this Letter of Credit. Without limiting the generality of the foregoing, a facsimile of this Letter of Credit shall serve as the operative instrument until receipt by the Beneficiary of the original document. We hereby agree to honor each drawing hereunder made in compliance with this Letter of Credit. In the case of a draw meeting the requirements of the preceding sentence, such draw shall be honored by wire transfer in immediately available funds in the amount specified in the Draft Certificate delivered to the Bank in connection with such drawing to your account number as specified in the signed Draft Certificate. If such drawings are presented by you on a Business Day at or before [10:00 AM] (Eastern Time), such payment will be made [not later than the close of business on the next Business Day after the date of such drawing]; drawings presented by you on a Business Day after [10:00 AM] (Eastern Time) will be paid [not later than the close of business on the second Business Day after the date of such drawing]. This Letter of Credit is effective immediately, and expires on the first to occur of (a) [insert expiration date that is not earlier than twelve (12) months after the issuance date hereof], (b) the date on which drawings or requested reductions to the Stated Amount hereunder total the Stated Amount of this Letter of Credit as reduced from time to time in accordance with the terms of this Letter of Credit, or (c) th...
Equity Contribution Agreement. Upon the application of the proceeds from the sale of the Purchased Shares as set forth in Section 5.03, EXCO will have no further contribution obligations to EPOP under the Equity Contribution Agreement and such agreement will be terminated.
Equity Contribution Agreement. Obliges the owners of the power plant project company to make equity or subordinated debt contributions to finance the portion of the power plant not being financed by the lenders. It may also include obligations to provide additional financial support to the project company if required.
Equity Contribution Agreement. The Contribution Agreement dated as of the Closing Date between the Sole Member, the Issuer, the Trustee and the Collateral Manager.
Equity Contribution Agreement. Purchaser acknowledges that the obligations of Parent under the DCC Reimbursement Agreement are obligations for which equity contributions are available under the Equity Contribution Agreement. Purchaser agrees not to permit the waiver, modification or amendment of the Equity Contribution Agreement without prior written consent of DCC (which consent shall not be unreasonably withheld unless such waiver, modification or amendment would reasonably be expected to reduce the availability of the Equity Contribution Agreement to support Parent's obligations under the DCC Reimbursement Agreement, in which case such consent may be withheld for any reason, or without any reason, in DCC's sole discretion). Purchaser acknowledges and agrees that, with respect to Purchaser's obligations under the Equity Contribution Agreement, DCC shall be a third-party beneficiary of the Equity Contribution Agreement, and Purchaser agrees that if the amounts available to Parent under the Equity Contribution Agreement are insufficient to provide the support necessary for each of the Facilities (as defined in the Equity Contribution Agreement) needing support, Purchaser shall not permit Parent to use the funds provided under the Equity Contribution Agreement in a manner that would disproportionately benefit the other Project Partnerships to the detriment of the Company or DCC. Purchaser agrees that it shall not be released from its obligations under the Equity Contribution Agreement unless (i) (A) such obligations are assumed by a Person that has a Credit Rating of at least BBB from S&P, or (B) such Person secures such obligations with a letter of credit meeting the requirements of Section 2.4(a) of the Equity Contribution Agreement and (ii) such Person assumes Purchaser's obligations, and provides the stipulations and agreements provided by Purchaser, under this paragraph (h).
Equity Contribution Agreement. The Company shall cause the Equity Contribution Agreement to remain in full force and effect; provided that the foregoing will not prohibit the Equity Contribution Agreement not remaining in full force and effect if the rating assigned to the Notes by S&P and Mxxxx’x is not downgraded from the rating assigned to the Initial Notes on the Issue Date by either S&P or Moody’s as a result of (whether solely or in combination with other events) the Equity Contribution Agreement not being in full force and effect.