Members' Initial Contributions. (a) NEI has (i) contributed the Mining Lease to the capital of the Company and (ii) paid to CLG the sum of Twenty Thousand Dollars ($20,000) pursuant to the Letter Agreement (the "Letter Agreement"), by and between NEI and CLG, which was executed by CLG on January 27, 2007. UEC has reimbursed to NEI Nine Thousand Eight Hundred Dollars ($9,800), which was credited to UEC's Equity Account. The balance of Ten Thousand Two Hundred Dollars ($10,200) was credited to NEI's Equity Account.
(b) Pursuant to the Letter Agreement, NEI paid CLG an additional Three Hundred Eighty Thousand Dollars ($380,000) upon approval of the Mining Lease by a judge (the "Judge") of the New Mexico District Court for the Thirteenth Judicial District in Cibola County. UEC has reimbursed NEI for One Hundred Eighty Six Thousand Two Hundred Dollars ($186,200) of this amount. As a result of the transactions described in this Section 3.1 (b), an additional One Hundred Ninety Three Thousand Eight Hundred Dollars ($193,800) shall be credited to NEI's Equity Account and an additional One Hundred Eighty Six Thousand Two Hundred Dollars ($186,200) shall be credited to UEC's Equity Account.
(c) Pursuant to the Letter Agreement and the Mining Lease, NEI paid CLG an Initial Cash Payment of Two Million Six Hundred Thousand Dollars ($2,600,000) upon the approval of the Mining Lease by the Judge. UEC has reimbursed NEI for One Million Two Hundred Seventy Four Thousand Dollars ($1,274,000) of this amount. As a result of the transactions described in this Section 3.1(c), an additional One Million Three Hundred Twenty Six Thousand ($1,326,000) shall be credited to NEI's Equity Account and an additional One Million Two Hundred Seventy Four Thousand Dollars ($1,274,000) shall be credited to UEC's Equity Account.
(d) Each of NEI and UEC made certain expenditures, primarily for acquiring the Mining Lease and title work relating to the Properties, prior to the Effective Date. Each Member shall promptly deliver to the Company an itemized written list of such expenditures and the Company shall promptly reimburse each Member for the amount of such expenditures made by such Member. NEI shall promptly contribute to the capital of the Company fifty one percent (51%) of the aggregate amount reimbursed by the Company pursuant to this Section 3.1(d) and UEC shall promptly contribute to the capital of the Company forty nine percent (49%) of the aggregate amount reimbursed by the Company pursuant to this Section 3.1(d). ...
Members' Initial Contributions. (a) NGXS, as its Initial Contribution, hereby contributes the Assets described in EXHIBIT A to the capital of the Company. ----------
(b) Subject to BMGE's right of resignation as set forth in SECTION 3.2, BMGE, ----------- as its Initial Contribution, shall fund Operations under SUBSECTION 3.1(C) ----------------- and in accordance with EXHIBIT G and EXHIBIT I totaling three million, two --------- --------- hundred and fifty thousand Dollars ($3,250,000). In determining whether such funding obligation has been met, only costs that are properly chargeable to the Business Account under EXHIBIT B shall be included ---------- ("QUALIFYING EXPENSES"); provided, however, BMGE shall not be entitled to an Administrative Charge as provided by PARAGRAPH 2.13 OF EXHIBIT B during --------------------------- the time it is making Qualifying Expenses. Upon completion of such funding, this amount shall be credited to BMGE's Equity Account.
(c) Subject only to the provisions of SECTION 10.1, until BMGE has completed ------------ its Initial Contribution, the Members, the Management Committee and the Manager hereby delegate to NGXS the sole right to determine the nature, timing, scope, extent and method of all Operations without any obligation to hold meetings of the Management Committee, to prepare Programs and Budgets for review, comment or approval by BMGE, or to obtain the approval or consent of BMGE or the Management Committee. In conducting such Operations, NGXS shall be entitled, but shall not be obligated, to exercise any of the applicable powers of the Manager in SECTION 9.2, except that ----------- until BMGE has completed its Initial Contribution it shall not be entitled or required to perform the activities described in SUBSECTIONS 9.2(G), (I), ------------------ --- (L), (T) and (U) that would otherwise require consent of the Management --- --- --- Committee. Prior to completion of BMGE's Initial Contribution, NGXS, in lieu of any reporting requirements under this Agreement, shall: (i) keep BMGE generally informed concerning all material Operations and other material activities affecting the Properties; (ii) within ten (10) days after the end of each Approved Budget, furnish to BMGE a reasonably detailed written report of all Operations conducted on or for the benefit of the Properties during the preceding period; (iii) make available for inspection and copying by BMGE all factual and interpretive reports, studies and analyses concerning the Properties, and m...
Members' Initial Contributions. (a) Strathmore, as its Initial Contribution, hereby contributes the Property described in Appendix I to the capital of the Company.
(b) Subject to Yellowcake’s resignation set forth in Section 3.2, Yellowcake, as its Initial Contribution, shall contribute:
(i) Nine million (9,000,000) Yellowcake Shares;
(ii) Yellowcake shall contribute that part of its Initial Contribution of Five Hundred Thousand Dollars ($500,000) to the Company as follows:
(A) One Hundred Thousand Dollars ($100,000) not later than five (5) business days of the Effective Date;
(B) a further One Hundred Thousand Dollars ($100,000) not later than the first anniversary of the Effective Date;
(C) a further One Hundred Thousand Dollars ($100,000) not later than the second anniversary of the Effective Date;
(D) a further One Hundred Thousand Dollars ($100,000) not later than the third anniversary of the Effective Date; and
(E) a further One Hundred Thousand Dollars ($100,000) not later than the fourth anniversary of the Effective Date.
(iii) Yellowcake shall contribute that part of its Initial Contribution of Exploration Costs totalling a minimum of Eight Million Dollars ($8,000,000) subject to $500,000 per annum minimum expenditure to the Company as follows:
(A) Seven Hundred Sixty Four Thousand Five Hundred Eighteen Dollars ($764,518) not later than May 1, 2008;
(B) a minimum of Three Hundred Thousand Dollars ($300,000) not later than September 1, 2008;
(C) a minimum of Five Hundred Thousand Dollars ($500,000) not later than December 31, 2009; and
(D) the balance of the Eight Million Dollars as agreed by the Parties based on the availability of financing, but in any case not later than December 31, 2012.
(c) During the Option Period, Strathmore, its employees, agents and independent contractors, will have the sole and exclusive right and option to:
(i) do such prospecting, exploration, development, or other work on the Property and there under as Strathmore may consider advisable;
(ii) bring upon and erect upon the Property such Assets as Strathmore may consider advisable; and
(iii) remove from the Property and sell or otherwise dispose of Minerals, but limited to the purposes of bulk testing and pilot plant operations.
Members' Initial Contributions. TSVLP, as its Initial Contribution, shall and does hereby transfer, convey, assign and contribute to the Company its undivided 40% interest in the Assets and any other right, title and interest held by TSVLP or its Affiliates in or to the Assets. TSHI, as its Initial Contribution, shall and does hereby transfer, convey, assign and contribute to the Company its undivided 60% interest in the Assets and any other right, title and interest held by TSHI or its Affiliates in or to the Assets. For purposes of determining TSVLPs and TSHIs initial or subsequently adjusted Ownership Interests, including the calculation of dilution under Section 4.1(b) of the LLC Agreement, and for no other purpose, the value of TSVLPs Initial Contribution shall be deemed to be Two Million Dollars ($2,000,000) and the value of TSHIs Initial Contribution shall be deemed to be Three Million Dollars ($3,000,000). As of the Effective Date of this Agreement, after taking into account the Members Initial Contributions, the opening balance in TSHIs Capital Account shall be zero and the opening balance in TSVLPs Capital Account shall be zero. TSVLP and TSHI shall take all such further action (and shall cause their Affiliates to take all such further action), including without limitation the execution, delivery, recordation and filing of appropriate deeds, bills of sale, assignments and other instruments of conveyance, as may be reasonably necessary, convenient or appropriate to accomplish or evidence their respective Initial Contributions. Additional Cash Contributions. Subject to TSHIs right of withdrawal as set forth in Section 2.3, TSHI agrees to contribute, in accordance with approved Programs and Budgets and the provisions of the LLC Agreement, one hundred percent (100%) of all costs of Operations, including but not limited to costs of holding and maintaining the Properties, permits and bonds for Operations, expenditures in respect of Exploration and, if warranted, Development and Mining, capital costs and working capital until the date (the Cut-Off Date) on which TSHI has contributed and committed an aggregate of Four Million Dollars ($4,000,000) toward the costs of Exploration, including without limitation associated costs of permitting, environmental studies and Environmental Compliance, but excluding costs of holding the Properties. Such amounts contributed by TSHI prior to the Cut-Off Date shall be added to the Recoupment Amount in accordance with Exhibit D of the LLC Agreement , a...
Members' Initial Contributions. Hecla hereby contributes the Rosebud Project Assets to the Company and the Company hereby accepts such contribution. Promptly after the execution of this Agreement, Hecla shall execute and deliver to the Company a Special Warranty Deed in the form and substance of Exhibit F and an Assignment, Xxxx of Sale and Assumption Agreement, in the form and substance of Exhibit G, conveying the Rosebud Project Assets to the Company. SFPG hereby contributes the SFPG Properties to the Company and the Company hereby accepts such contribution. Promptly after the execution of this Agreement, SFPG shall execute and deliver to the Company a Sublease, in the form and substance of Exhibit H, subleasing the SFPG Properties to the Company.
Members' Initial Contributions. (a) Patricx, xx its Initial Contribution, hereby contributes the Assets described in Exhibit A to the capital of the Company; the amount of Eighteen Million Eight Hundred and Fifty Thousand Dollars ($18,850,000) shall be credited to Patrick's Capital Account on the Effective Date with respect to Patrick's Initial Contribution.
(b) KLT Gas, as its Initial Contribution, hereby contributes Sixteen Million Dollars ($16,000,000) to the capital of the Company, which shall be deposited in an interest-bearing account; this amount shall be credited to KLT Gas' Capital Account. If such Initial Contribution is not made on January 14, 2000 this Agreement and the Members' Agreement shall be null and void. If any Contract, described in Exhibit A, fails to close by March 15, 2000, then KLT Gas will be refunded the portion of its initial capital Contribution, with actual interest at Comerica Bank, earmarked by the Company for that closing, and each Member's Capital Account, this Agreement and the Exhibits hereto, and the Members' Agreement shall be adjusted and/or amended accordingly.
Members' Initial Contributions. 3.1.1 AIVN, as its Initial Contribution, contributes all of its right, title and interest in and to the Assets described in Exhibit A to the capital of the Company. The amount of $1,615,385 shall be credited to AIVN’s Equity Account on the Effective Date with respect to AIVN’s Initial Contribution.
3.1.2 Electrum, as its Initial Contribution, contributes all of its right, title and interest in and to the Assets described in Exhibit A to the capital of the Company. The amount of $3,000,000 shall be credited to Electrum’s Equity Account on the Effective Date with respect to Electrum’s Initial Contribution.
3.1.3 The initial Ownership Interests of the Members are set forth in Section 3.5. At any time within five (5) years following Electrum’s complete performance of its Exploration and Development Work Expenditure and payment obligations under the Exploration Agreement, Electrum shall have the option and right to increase its Ownership Interest by an additional ten percent (10%) to a total of seventy-five percent (75%) by preparing and bearing the costs of preparation of a Feasibility Study which must be based on sound engineering principles and mine operating criteria generally acceptable under United States mining industry practices and standards for projects in similar operating environments and is in a form acceptable to mine lending institutions for the purpose of financing mine construction, if warranted (the “Additional Contribution”). The time for Electrum’s performance of the Additional Contribution shall be extended on the occurrence of a force majeure event. If pursuant to this Section, Electrum elects to increase its interest in the Company to seventy-five percent (75%) and performs its Additional Contribution, for purposes of calculating dilution, Electrum’s Initial Contribution shall be the sum of $3,000,000.00 plus all of Electrum’s qualified expenditures constituting the Additional Contribution, including the cost of preparation of the Feasibility Study, which Electrum incurs to and including the date on which Electrum completes, or causes the completion of, the Feasibility Study. In such case, AIVN’s Initial Contribution, for purposes of calculating dilution, shall be deemed to be the amount of Electrum’s Initial Contribution, as determined in accordance with this Section, multiplied by .3333. The respective Capital Accounts of the parties shall in any event be determined pursuant to the Exploration Agreement, this Agreement and Exhibit C her...
Members' Initial Contributions. (a) GPXM, as its Initial Contribution, hereby contributes its undivided thirty percent (30%) interest in the Properties owned by it as described in Exhibit A pursuant to a Quitclaim Deed in substantially the form attached hereto as Exhibit G, as well as all Assets owned by it as described in Exhibit A (collectively, the “Assets”), and the Bond related to such Properties to the capital of the Company. The amount of Five Million Four Hundred Eighty Thousand Four Hundred Fifty-Four Dollars and Ninety-Five Cents ($5,480,454.95), representing the mutually agreed upon value of Golden Phoenix’s thirty percent (30%) retained interest in the Properties and Assets and the Bond shall be credited to GPXM’s Equity Account on the Effective Date with respect to GPXM’s Initial Contribution.
(b) Scorpio US, as its Initial Contribution, hereby contributes all of its interest in the Properties described in Exhibit A to the capital of the Company, pursuant to a Quitclaim Deed in substantially the form attached hereto as Exhibit G, as well as all of its interest in the Assets described in Exhibit A and the Xxxx Mining Royalty. The amount of Twelve Million Seven Hundred Eighty-Seven Thousand Seven Hundred Twenty-Eight Dollars and Twenty-Two Cents ($12,787,728.22), representing the mutually agreed upon value of Scorpio US’s interest in the Properties, Assets and Xxxx Mining Royalty shall be credited to Scorpio US’s Equity Account on the Effective Date with respect to Scorpio US’s Initial Contribution.
Members' Initial Contributions. (a) 77WWLP has contributed to the Company all of its right, title and interest in and to the 77WWLP Contributed Assets. 77WWLP was credited with a Capital Contribution equal to $110,000,000, as such amount may be adjusted in accordance with the Contribution Agreement, such amount representing the net fair market value of the 77WWLP Contributed Assets.
(b) OTR has contributed on the date hereof to the Company the OTR Contributed Assets. OTR shall be credited with a Capital Contribution equal to $88,000,000, as such amount may be adjusted in accordance with the Contribution Agreement, such amount representing the amount of the OTR Contributed Assets. This Capital Contribution shall be made in accordance with the terms and provisions of the Contribution Agreement.
(c) 77WWLP Interest was then transferred to Prime with Prime succeeding to 77WWLP Capital Account.
Members' Initial Contributions. 3.1.1 WGI shall contribute to the capital of the Company its Initial Contribution as described in Section 3.1 of the Members’ Agreement.
3.1.2 Coolcharm shall contribute to the capital of the Company its Initial Contribution as described in Section 3.2 of the Members’ Agreement.
3.1.3 All information developed by WGI, Coolcharm and the Company during the term of the Members’ Agreement and this Agreement shall be Assets of the Company.
3.1.4 Upon Coolcharm’s performance of its obligations under Sections 2.1 and 2.2 of the Members’ Agreement and its Initial Contribution, the amount of Coolcharm’s Qualifying Expenses, including those actually incurred or paid in cash to WGI in accordance with Section 3.2 of the Members’ Agreement shall be credited to Coolcharm’s Equity Account. At such time, there shall be credited to WGI’s Equity Account the amount equal to the product of Coolcharm’s Equity Account multiplied by two-thirds (2/3).
