Failure to Make Initial Contribution Sample Clauses

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. (b) Notwithstanding Subsection 5.2(a) above, Horizon shall have the right, within ninety (90) days after the Effective Date, to conduct an investigation and perform a baseline assessment of the environmental conditions of the Properties including sampling and analyses as Horizon deems advisable. Upon completion of such baseline assessment, Horizon shall promptly provide the report and any analytical results to Canyon. If Horizon determines that conditions may exist on the Properties which may, in Horizon’s judgment, result in violation of Environmental Laws, Horizon shall have the right to withdraw from the Business by giving written notice to Canyon of such withdrawal. Horizon’s withdrawal shall be effective upon receipt by Canyon of such notice, but such withdrawal shall not relieve Horizon of its obligation to fund Operations up to the amount of Horizon’s agreed contribution to the Initial Program and Budget. Such withdrawal shall, however, relieve Horizon of its responsibility to fund and satisfy Horizon’s share of liabilities to third parties (regardless of whether such liabilities accrue before o...
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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.
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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: <$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.
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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. (b) If RGS fails to make its Additional Contributions described in Sections 5.2(a)(b) and (c), RGS may cure within nine (9) months after receiving notice by EML or G8 of such default, by making the Additional Contributions described in Sections 5.2(a)(b) and (c), or by paying 100% of the value of the uncompleted Work, to EML and G8 (50% each to EML and G8).
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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
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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...
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Failure to Make Initial Contribution. (a) Failure to Conduct 2013 Operations and Contribute At Least $3 Million. ISGC’s failure to (1) engage a mining contractor to continue rehabilitation of the underground workings for the purpose of acquiring metallurgical samples and drilling ore zones during the 2013 mining season, substantially in accordance with the scope of work set forth in the contract presently in effect with Xxxxxx Contractors for the South Mountain Mine, (2) perform the “Underground Definition Drilling” scope of work, including the expenditure of at least $300,000, during the 2013 mining season in accordance with the Initial Program and Budget attached as Exhibit G to this Agreement, and (3) make at least Three Million Dollars ($3,000,000.00) in Qualifying Expenses of its Initial Contribution in accordance with the provisions of this Article by December 31, 2014, shall be deemed to be a resignation of ISGC from the Company and from its position as Manager, the termination of its membership in the Company and a transfer of its Ownership Interest and Capital Account to SMMI, and the cancellation of all Units that were to be vested in ISGC. All of the above events shall be effective upon such failure and no later than December 31, 2014. Upon such event, ISGC 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 and Ownership Interests are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which SMMI may have agreed. For the sake of clarity, the cancellation of that certain note and the loan it represents to Thunder Mountain Gold, Inc., a copy of which is attached hereto as Exhibit J (the “Note”) shall constitute a $1,000,000 Capital Contribution and Qualifying Expense by ISGC, which shall be credited towards ISGC’s obligation to contribute $3,000,000 by December 31, 2014.
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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.
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Related to Failure to Make Initial Contribution

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Financial contribution 1. The Union shall pay Seychelles a financial contribution in accordance with the terms and conditions laid down in the implementing Protocol to this Agreement. That contribution shall consist of two related elements, namely: (a) access to the Seychelles fishing zone and fisheries resources, without prejudice to the access costs borne by the ship- owners; and (b) Union's financial support for reinforcing responsible fishing policy and the sustainable exploitation of fisheries resources in Seychelles' waters. 2. The component of the financial contribution for the sectoral support referred to in point (b) of paragraph 1 shall be independent of the payments regarding access costs and shall be determined and managed in the light of the objectives identified by mutual consent between the Parties in accordance with the implementing Protocol to this Agreement, to be achieved in the context of the sectoral fisheries policy of Seychelles and the annual and multi-annual programme for its implementation. 3. The financial contribution granted by the Union shall be paid each year in accordance with the implementing Protocol to this Agreement and subject to this Agreement: (a) the amount of the contribution referred to in point (a) of paragraph 1 may be revised by the Joint Committee in respect of: (i) exceptional circumstances, other than natural phenomena, preventing fishing activities in the Seychelles fishing zone; (ii) a reduction in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties for the purposes of managing the stocks concerned, where this is considered necessary for the conservation and sustainable exploitation of resources on the basis of the best available scientific advice; (iii) an increase in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties where the best available scientific advice concurs that the state of resources so permits; (b) the amount of the contribution referred to in point (b) of paragraph 1 may be revised as a result of a reassessment of the terms of the financial contribution for implementing the sectoral fisheries policy of Seychelles, where this is warranted by the specific results of the annual and multiannual programming observed by both Parties; (c) the contribution referred to in paragraph 1 may be suspended as a result of the application of Article 16 or 17 of this Agreement.

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • FINANCIAL CONTRIBUTIONS (§5.d): Owner shall use reasonable efforts to seek contributions and grants from Capital Metro Transit Authority (CMTA) and Xxxxxx County.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Other Contribution Provisions In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Mutual Contribution The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that a party drafted the provision or caused it to be drafted.

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