Common use of Failure to Make Initial Contribution Clause in Contracts

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 or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, other than those arising out of Operations conducted by Horizon after the Effective Date and prior to its withdrawal. Horizon shall fund and satisfy one hundred percent (100%) of such liabilities only until it has contributed the full amount of its agreed contribution to the Initial Program and Budget. Except as provided in this Subsection and except as may be otherwise expressly provided herein, Horizon’s withdrawal shall relieve Horizon from any other obligation to make contributions hereunder.

Failure to Make Initial Contribution. (a) Horizon’s ROYAL's failure to make its Initial Contribution in accordance with the provisions of this Article VArticle, if not cured within thirty (30) days after notice by Canyon BATTLE MOUNTAIN of such default, shall be deemed to be a withdrawal of Horizon ROYAL from the Business, the termination of its Participating Interest hereunder and a transfer of its Participating Interest and Capital Account to CanyonBATTLE MOUNTAIN. Upon such deemed withdrawalevent, Horizon 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) below5.2(b)below, Horizon’s ROYAL's withdrawal shall be effective upon such failure, but such withdrawal shall not relieve Horizon ROYAL of its obligation to Canyon BATTLE MOUNTAIN to fund Operations up to the amount of Horizon’s ROYAL's contractual obligations to third partiesparties 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 Horizon ROYAL of its responsibility to fund and satisfy Horizon’s 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 Horizon’s ROYAL's withdrawal, which responsibility shall be based on Horizon’s ROYAL's initial Participating Interest. (b) Notwithstanding Subsection 5.2(a) above5.2(a)above, Horizon shall have in the rightevent ROYAL, within ninety sixty (9060) 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 ROYAL's judgment, result in violation of Environmental Laws, Horizon ROYAL shall have the right to withdraw from the Business by giving written notice to Canyon BATTLE MOUNTAIN of such withdrawal. Horizon’s ROYAL's withdrawal shall be effective upon receipt by Canyon BATTLE MOUNTAIN 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 or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, other than those arising out of Operations conducted by Horizon after the Effective Date and prior to its withdrawal. Horizon shall fund and satisfy one hundred percent (100%) of such liabilities only until it has contributed the full amount of its agreed contribution to the Initial Program and Budget. Except as provided in this Subsection and except as may be otherwise expressly provided herein, Horizon’s ROYAL's withdrawal shall relieve Horizon ROYAL from any other obligation to make contributions hereunder.

Failure to Make Initial Contribution. (a) Horizon’s BMGE's failure to make its Initial Contribution in accordance with the provisions of this Article Vand except as otherwise provided in EXHIBIT I, if not cured within thirty twenty (3020) days after notice by Canyon NGXS of such default, shall be deemed to be a withdrawal resignation of Horizon BMGE from the BusinessCompany, the termination of its Participating Interest hereunder membership in the Company and a transfer of its Participating Ownership Interest and Capital Account to CanyonNGXS. Subject to SUBSECTION 3.2(B) below, BMGE's resignation shall be effective upon such failure. Upon such deemed withdrawalevent, Horizon 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 Participants Members 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(aSUBSECTION 3.2(A) above, Horizon shall have in the rightevent BMGE, within ninety ten (9010) 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 BMGE's judgment, result in violation of Environmental Laws, Horizon BMGE shall have the right to withdraw resign from the Business Company by giving written notice to Canyon NGXS of such withdrawalresignation. Horizon’s withdrawal BMGE's resignation shall be effective upon receipt by Canyon NGXS 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, resignation shall relieve Horizon BMGE of its responsibility to fund and satisfy Horizon’s BMGE's share of liabilities to third parties (regardless of whether such liabilities accrue before or after such withdrawalresignation), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, other than those arising out of Operations conducted by Horizon after the Effective Date and prior to its withdrawal. Horizon shall fund and satisfy one hundred percent (100%) of such liabilities only until it has contributed the full amount of its agreed contribution to the Initial Program and Budget. Except as provided in this Subsection and except as may be otherwise expressly provided herein, Horizon’s withdrawal BMGE's resignation shall relieve Horizon BMGE from any other obligation to make contributions hereunder.

Failure to Make Initial Contribution. (a) Horizon3.2.1 Coolcharm’s failure to make its Initial Contribution in accordance with the provisions of this Article VSection, if not cured within thirty (30) days after notice by Canyon WGI of such default, shall be deemed to be a withdrawal resignation of Horizon Coolcharm from the BusinessCompany, the termination of its Participating Interest hereunder membership in the Company and a transfer of its Participating Ownership Interest and Capital Account to CanyonWGI. Subject to Section 3.2.2 below, Coolcharm’s resignation shall be effective upon such failure. Upon such deemed withdrawalevent, Horizon Coolcharm 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 Participants Members may have agreed. 3.2.2 Notwithstanding Section 3.2.1 above, if during any expenditure period Coolcharm fails to pay the Qualifying Expenses required for its Initial Contribution in accordance with the provisions of Section 3.1.2, Coolcharm, in its discretion, may elect to pay to WGI an amount equal to one-half (1/2) of the balance of the Qualifying Expenses for such expenditure period in accordance with Section 3.2 of the Members’ Agreement. Subject Coolcharm must elect to Subsection 5.2(bexercise and to perform its right to pay WGI, if at all, within thirty (30) belowdays after the end of the expenditure period for which the full amount of the Qualifying Expenses were not incurred. If Coolcharm timely and properly exercises and performs the option to pay WGI in lieu of performance of its Initial Contribution obligation for such expenditure period, HorizonCoolcharm shall be deemed to have performed its Initial Contribution obligation for such expenditure period, subject to its continuing obligations under Section 3.2 of the Members’ Agreement. If Coolcharm fails to timely and properly exercise and perform its obligation to pay WGI for Qualifying Expenses in lieu of performance of its Initial Contribution obligation, such event shall be deemed to be a resignation of Coolcharm from the Company, the termination of its membership in the Company and a transfer of its Ownership Interest and Capital Account to WGI. Coolcharm’s withdrawal resignation shall be effective upon such failure. Upon such event, 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 Coolcharm shall have the no further right, within ninety (90) days after title or interest in the Effective DateCompany or the Assets and its 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 conduct an investigation and perform a baseline assessment of which 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 Members 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 or after such withdrawal), including Environmental Liabilities, Continuing Obligations and Environmental Compliance, other than those arising out of Operations conducted by Horizon after the Effective Date and prior to its withdrawal. Horizon shall fund and satisfy one hundred percent (100%) of such liabilities only until it has contributed the full amount of its agreed contribution to the Initial Program and Budget. Except as provided in this Subsection and except as may be otherwise expressly provided herein, Horizon’s withdrawal shall relieve Horizon from any other obligation to make contributions hereunderagreed.

Failure to Make Initial Contribution. (a) HorizonBGEI’s failure to make its Initial Contribution in accordance with the provisions of this Article VArticle, if not cured within thirty (30) days after notice by Canyon Miranda of such default, shall be deemed to be a withdrawal of Horizon BGEI from the Business, the termination of its Participating Interest hereunder and a transfer of its Participating Interest and Capital Account to CanyonMiranda. Upon such deemed withdrawalevent, Horizon BGEI 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, HorizonBGEI’s withdrawal shall be effective upon such failure, but such withdrawal shall not relieve Horizon BGEI of its obligation to Canyon Miranda to fund Operations up to the amount of HorizonBGEI’s contractual obligations to third parties, nor shall such withdrawal relieve Horizon BGEI of its responsibility to fund and satisfy HorizonBGEI’s share of liabilities to third persons (regardless of whether such liabilities accrue before or after such withdrawal), including Environmental Liabilities, Continuing Obligations and costs of Environmental Compliance, arising from Operations conducted by BGEI prior to HorizonBGEI’s withdrawal, which responsibility shall be based on Horizon’s initial Participating Interest. (b) Notwithstanding Subsection 5.2(a) above, Horizon shall have in the rightevent BGEI, within ninety sixty (9060) 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 HorizonBGEI’s judgment, result in a violation of Environmental Laws, Horizon BGEI shall have the right to withdraw from the Business by giving written notice to Canyon Miranda of such withdrawal. HorizonBGEI’s withdrawal shall be effective upon receipt by Canyon Miranda of such notice, but such withdrawal shall not relieve Horizon BGEI of its obligation to fund Operations up to the amount of Horizon’s agreed contribution to the Initial Program and BudgetThree Hundred Thousand Dollars ($300,000.00) . Such withdrawal shall, however, relieve Horizon BGEI of its responsibility to fund and satisfy HorizonBGEI’s share of liabilities to third parties (regardless of whether such liabilities accrue before or after such withdrawal), including Environmental Liabilities, Continuing Obligations and costs of Environmental Compliance, other than those arising out of Operations conducted by Horizon BGEI after the Effective Date and prior to its withdrawal. Horizon shall BGEI obligation to fund and to satisfy one hundred percent (100%) of such liabilities only until it has contributed the full amount of its agreed contribution to the Initial Program and Budgetshall not exceed Three Hundred Thousand Dollars ($300,000.00) . Except as provided in this Subsection and except as may be otherwise expressly provided herein, HorizonBGEI’s withdrawal shall relieve Horizon BGEI from any other obligation to make contributions contributions, to fund Operations, to incur costs, or to pay liabilities to third parties hereunder.