Failure to Make Initial Contribution. Yellowcake’s failure to make its Initial Contribution in accordance with the provisions of this Article III, if not cured within twenty (20) days after notice by Strathmore of such default, shall be deemed to be a resignation of Yellowcake from the Company and the termination of its membership in the Company. Yellowcake’s resignation shall be effective upon such failure and lack of cure. Upon the occurrence of a resignation and termination of membership under this Section 3.2, and except as otherwise provided herein, Yellowcake shall have no further right, title or interest in the Company or the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Members may have agreed.
Failure to Make Initial Contribution. 17 Upon YCO'’s failure to make its Initial Contribution in accordance with the provisions of Article IX shall be deemed to be a withdrawal of YCO from this Agreement and the termination of its Participating Interest hereunder. Upon such eventSection 5.1 and Article IX, [if YCO does not cure such failure within 30 days after notice by XCO of such failure,18] YCO shall be deemed to have resigned from the Company in breach of such sections of this Agreement [within the meaning of Sections 18-306(2) and 18- 16 Consideration should be given to the timing of the Initial Contributions by the Members. Forms 5 and 5A adopt an “earn in” approach where YCO’s interest vests only after YCO completes the expenditure of its Initial Contribution on Operations. Parties desiring the “earn in” approach in an LLC must specify the timing of the Initial Contributions of the parties in this section and the intended affect of that timing on the voting and other rights arising from the parties’ membership interests in the LLC described in other sections. In this regard, note that the bracketed language in Section 5.4 prohibits the return of capital contributions and may also need to be modified. See Modest Form Paper § 13.04[6][c].
Failure to Make Initial Contribution. 17 Upon YCO’s failure to make its Initial Contribution in accordance with the provisions of Section 5.1 and Article IX, [if YCO does not cure such failure within 30 days after notice by XCO of such failure,18] YCO shall be deemed to have resigned from the Company in breach of such sections of this Agreement [within the meaning of Sections 18-306(2) and 18-502(c) of the Act19]. As a consequence, the Company shall acquire YCO’s entire Membership Interest, free and clear of security interests or other encumbrances arising by, through or under YCO, except those to which both Members have 16 Consideration should be given to the timing of the Initial Contributions by the Members. Forms 5 and 5A adopt an “earn in” approach where XXX’s interest vests only after YCO completes the expenditure of its Initial Contribution on Operations. Parties desiring the “earn in” approach in an LLC must specify the timing of the Initial Contributions of the parties in this section and the intended affect of that timing on the voting and other rights arising from the parties’ membership interests in the LLC described in other sections. In this regard, note that the bracketed language in Section 5.4 prohibits the return of capital contributions and may also need to be modified. See Modest Form Paper § 13.04[6][c].
Failure to Make Initial Contribution. (a) Horizon’s failure to make its Initial Contribution in accordance with the provisions of this Article V, if not cured within thirty (30) days after notice by Canyon of such default, shall be deemed to be a withdrawal of Horizon from the Business, the termination of its Participating Interest hereunder and a transfer of its Participating Interest and Capital Account to Canyon. Upon such deemed withdrawal, Horizon shall have no further right, title or interest in the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Participants may have agreed. Subject to Subsection 5.2(b) below, Horizon’s withdrawal shall be effective upon such failure, but such withdrawal shall not relieve Horizon of its obligation to Canyon to fund Operations up to the amount of Horizon’s contractual obligations to third parties, nor shall such withdrawal relieve Horizon of its responsibility to fund and satisfy Horizon’s share of liabilities to third persons (regardless of whether such liabilities accrue before or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, arising prior to Horizon’s withdrawal, which responsibility shall be based on Horizon’s initial Participating Interest.
Failure to Make Initial Contribution. 17 Upon YCO'’s failure to make its Initial Contribution in accordance with the provisions of Article IX shall be deemed to be a withdrawal of YCO from this Agreement and the termination of its Participating Interest hereunder. Upon such eventSection 5.1 and Article IX, [if YCO does not cure such failure within 30 days after notice by XCO of such failure,18] YCO shall be deemed to have resigned from the Company in breach of such sections of this Agreement [within the meaning of Sections 18-306(2) and 18- 16 Consideration should be given to the timing of the Initial Contributions by the Members. Forms 5 and 5A adopt an “earn in” approach where YCO’s interest vests only after YCO completes the expenditure of its Initial Contribution on Operations. Parties desiring the “earn in” approach in an LLC must specify the timing of the Initial Contributions of the parties in this section and the intended affect of that timing on the voting and other rights arising from the parties’ membership interests in the LLC described in other sections. In this regard, note that the bracketed language in Section 5.4 prohibits the return of capital contributions and may also need to be modified. See Modest Form Paper § 13.04[6][c]. 17 Note that Section 5.2, consistent with the authors’ interpretation of the equivalent language in Form 5, limits YCO’s liability under Section 6.6 to obligations accruing prior to YCO’s decision not to complete its Initial Contribution (although YCO bears 100% of such liabilities up to the amount of its Initial Contribution). This liability sharing arrangement was revised in Form 5A and should be re-examined in connection with the Modest Form. 18 The 30 day cure right was taken from Form 5A. 502(c) of the Act19]. As a consequence, the Company shall acquire YCO’s entire Membership Interest, free and clear of security interests* or other encumbrances arising by, through or under *YCO, except those to which both Members have given their written consent after the Effective Date, and such Membership Interest shall be cancelled. YCO is entitled to receive no distribution upon such resignation or any further consideration from the Company. Upon such resignation, YCO shall have no further right, title or interest in the Company or indirect interest in the Assets. YCO's withdrawal’s resignation shall be effective upon such failure, but such withdrawalresignation shall not relieve YCO of its obligation to XCO to fund Operations up to the amount of YCO'’s agreed...
Failure to Make Initial Contribution. (a) BMGE's failure to make its Initial Contribution in accordance with the provisions of this Article and except as otherwise provided in EXHIBIT I, if not cured within twenty (20) days after notice by NGXS of such default, shall be deemed to be a resignation of BMGE from the Company, the termination of its membership in the Company and a transfer of its Ownership Interest and Capital Account to NGXS. Subject to SUBSECTION 3.2(B) below, BMGE's resignation shall be effective upon such failure. Upon such event, BMGE shall have no further right, title or interest in the Company or the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Members may have agreed.
Failure to Make Initial Contribution. If Minera Andes fails to make its Initial Contribution for any Contract Year as required by Section 3.1, Minera Andes shall be deemed to have withdrawn from the Company, and this Agreement shall terminate. Upon such event, Minera Andes shall have no further right, title or interest in the Assets of the Company. Minera Andes' withdrawal shall be effective upon such failure, but such withdrawal shall not: (1) relieve Minera Andes of its obligation to the Company to fund Operations in Contract Year 1997-1998 to $ 200,000; or (2) relieve Minera Andes of its responsibility to fund and satisfy its share of liabilities to third persons arising out of the Operations conducted prior to Minera Andes' withdrawal; or (3) relieve Minera Andes from 100% liability for all contracts unfilled at the time of Minera Andes' withdrawal and that were entered into by Minera Andes; or (4) relieve Minera Andes from its obligation to return the property reclaimed in good condition and in compliance with applicable laws and regulations. If Minera Andes has not incurred qualifying expenditures of $200,000 as of the date of withdrawal, Minera Andes shall pay any shortfall to Pegasus in cash; provided that Minera Andes shall have no obligation to make such payment if Pegasus has breached its title representations and warranties set forth in Section 10.2 and has not cured such default within the time allowed under Section 11.3.
Failure to Make Initial Contribution. (a) ROYAL's failure to make its Initial Contribution in accordance with the provisions of this Article, if not cured within thirty (30) days after notice by BATTLE MOUNTAIN of such default, shall be deemed to be a withdrawal of ROYAL from the Business, the termination of its Participating Interest hereunder and a transfer of its Participating Interest and Capital Account to BATTLE MOUNTAIN. Upon such event, ROYAL shall have no further right, title or interest in the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Participants may have agreed. Subject to Subsection 5.2(b)below, ROYAL's withdrawal shall be effective upon such failure, but such withdrawal shall not relieve ROYAL of its obligation to BATTLE MOUNTAIN to fund Operations up to the amount of ROYAL's contractual obligations to third parties including payments or other obligations with respect to the Properties in which BATTLE MOUNTAIN holds an interest under leases or contracts, nor shall such withdrawal relieve ROYAL of its responsibility to fund and satisfy ROYAL's share of liabilities to third persons (regardless of whether such liabilities accrue before or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, arising prior to ROYAL's withdrawal, which responsibility shall be based on ROYAL's initial Participating Interest.
Failure to Make Initial Contribution. (a) RGS’s failure to make its Initial Contribution described in Sections 5.1(b), if not cured within three (3) days after notice by EML or G8 of such default, shall be deemed to be a withdrawal of RGS from the Business.
Failure to Make Initial Contribution. EKT’s failure to fund any of the amounts due (pursuant to Section 5.1) on August 1, 2006, August 10, 2006 or September 1, 2006, respectively, or EKT’s failure to fund not less than $5,000,000 of the Funding Requirement on or before October 1, 2006 in accordance with the provisions of Section 5.1, shall be deemed to be a withdrawal by EKT from the Business under Section 12.3, the termination of its Participating Interest hereunder and a transfer of its Participating Interest and Capital Account to MTM, effective the day after any such payment was due. Upon such failure, except as otherwise provided in Subsection 5.2(b), MTM shall have no obligation to refund to EKT any portion of the Funding Requirement actually advanced by EKT, EKT shall have no further right, title or interest in the Assets, and EKT shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Participants may have agreed in writing. EKT’s withdrawal shall be effective upon such failure, but such withdrawal shall not relieve EKT of its obligation to MTM to fund Operations up to the amount of MTM’s outstanding contractual obligations to third parties which were incurred or accrued in accordance with the Initial Program and Budget, nor shall such withdrawal relieve EKT of its responsibility to fund and satisfy EKT’s share of liabilities to third persons which were incurred or accrued in accordance with the Initial Program and Budget (regardless of whether such liabilities accrue before or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, arising prior to EKT’s withdrawal, EKT’s share of such responsibility to be determined based on the following table: Portion of Funding Requirement Contributed % Share of Obligations/Liabilities <$1,000,000 13% >$1,000,000 to $2,000,000 16% >$2,000,000 to $3,000,000 19% >$3,000,000 to $4,000,000 22% >$4,000,000 to $5,000,000 25% Notwithstanding the foregoing, if EKT’s failure to fund as set forth in this Section 5.2(a) is for Cause, EKTs percentage share of such obligations and liabilities shall be determined based on the ratio of the amount actually contributed by it versus the full $13,000,000 contribution.
