Other Required Capital Contributions. (a) Except as provided in this Section 3.3, Section 3.1, Section 3.2 and Section 12.3, no Member shall be obligated to make Capital Contributions. (b) Immediately upon receipt of (i) the presentation made to a Fund Company of a tranche of Projects for purchase or (ii) a formal capital contribution request from a Fund Company with respect to a tranche of Projects, that in either case sets forth an amount of capital contributions that will be required from the members of such Fund Company and a date by which contributions to a Fund Company must be made or (iii) any notice delivered to the Company in connection with a Contribution Event pursuant to Section 3.3(e), the Manager shall deliver to the Members a request for Capital Contributions (the “Capital Contribution Request”), consisting of, with respect to clauses 3.3(b)(i) and (ii), (A) the amount of capital that a Fund Company or other Subject Company requires (the “Capital Call Amount”), (B) a reasonably detailed explanation of the intended use of such capital by the Company and each applicable Subject Company, (C) the Fund Base Case Model and the Cumulative Base Case Model used to calculate the Capital Contributions being requested, (D) the Equity Capital Contribution Date when the requested Capital Contributions must be made, which shall be the same date as the capital contributions are made by the Fund Investors of such Fund Company, if applicable, but in all cases, (x) no more than once per month and (y) at least five (5) days following delivery of the Capital Contribution Request, (E) the Class A Capital Contribution Amount, as determined in accordance with Section 3.3(c), and (F) the Class B Capital Contribution Amount, as determined in accordance with Section 3.3(d). (c) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class A Members shall each make a Capital Contribution in cash equal to the portion of the Valuation of Cash Flow determined by the Cumulative Base Case Model included in the Capital Contribution Request (which portion shall take into account previous Capital Contributions made by the Class A Members); provided, that, such Capital Contribution shall be sized so that the Class A Members are projected to achieve a per annum yield based on Available Cash Flow (“CAFD Yield”) which will (i) average no less than [***] over the first ten (10) years following the date on which the Class A Capital Contribution Amount has been made, (ii) never be below [***] percent ([***]%) in any of the first nine (9) years following the date on which the Class A Capital Contribution Amount has been made, (iii) only be below [***] percent ([***]%) for no more than four (4) calendar years commencing with the tenth (10th) calendar year following the date on which the Class A Capital Contribution Amount has been made, and (iv) never be below negative [***] percent (-[***]%) in any calendar year (such Capital Contribution, a “Class A Capital Contribution Amount”), all as determined pursuant to the Cumulative Base Case Model included in the Capital Contribution Request; provided, that notwithstanding the foregoing, the Class A Member shall not be required to make Capital Contributions in excess of $15,000,000 in the aggregate until such time as the Company has entered into an agreement regarding customer care services for residential community solar subscribers, which agreement is in form and substance, and with a services provider who is, reasonably acceptable to the Class A Member. (d) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class B Members shall make a Capital Contribution (if more than one, then pro rata in accordance with their Class B Units) in cash equal to the positive amount, if any, of the Capital Call Amount minus the Class A Capital Contribution Amount (the “Class B Capital Contribution Amount”), as determined pursuant to the Cumulative Base Case Model included in the Capital Contribution Request. (e) In addition to the Capital Contributions contemplated by Section 3.3(b), the Manager may (or, in the case of clause (iv), shall) request from the Members, and the Members shall be obligated to make, as applicable, Capital Contributions to fund (i) the purchase price of an Accepted Acquisition, (ii) a Fund Company Put Event, (iii) a Fund Company Call Event approved in accordance with Section 6.3 or (iv) a Member Contribution Event (each a “Contribution Event”), in each case, by delivering a Capital Contribution Request to the applicable Member(s) (with a copy to the other Members) in accordance with the time requirements of Section 3.3(b), consisting of (A) a detailed explanation of the Contribution Event and the total capital required from the Company in connection therewith, (B) the amount of such Capital Contribution requested of each such Member, and (C) all notices and other documentary evidence received by the Intermediate Company in connection with such Contribution Event. In the case of an Accepted Acquisition, the Manager shall determine the Members’ respective Capital Contribution amounts in accordance with Section 3.3(c) and Section 3.3
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Clearway Energy LLC), Limited Liability Company Agreement (Clearway Energy, Inc.)
Other Required Capital Contributions. (a) Except as provided in this Section 3.3, Section 3.1, Section 3.2 and Section 12.3, no Member shall be obligated to make Capital Contributions.
(b) Immediately upon receipt of (i) the presentation made to a Fund Company of a tranche of Projects for purchase or (ii) a formal capital contribution request from a Fund Company with respect to a tranche of Projects, that in either case sets forth an amount of capital contributions that will be required from the members of such Fund Company and a date by which contributions to a Fund Company must be made or (iii) any notice delivered to the Company in Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. connection with a Contribution Event pursuant to Section 3.3(e), the Manager shall deliver to the Members a request for Capital Contributions (the “Capital Contribution Request”), consisting of, with respect to clauses 3.3(b)(i) and (ii), (A) the amount of capital that a Fund Company or other Subject Company requires (the “Capital Call Amount”), (B) a reasonably detailed explanation of the intended use of such capital by the Company and each applicable Subject Company, (C) the Fund Base Case Model and the Cumulative Base Case Model used to calculate the Capital Contributions being requested, (D) the Equity Capital Contribution Date when the requested Capital Contributions must be made, which shall be the same date as the capital contributions are made by the Fund Investors of such Fund Company, if applicable, but in all cases, (x) no more than once per month and (y) shall be at least five three (53) days following delivery of the Capital Contribution Request, (E) the Class A Capital Contribution Amount, as determined in accordance with Section 3.3(c), and (F) the Class B Capital Contribution Amount, as determined in accordance with Section 3.3(d).
(c) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class A Members shall each make a Capital Contribution in cash equal to the portion percentage of the Valuation of Cash Flow determined by the Cumulative Base Case Model included in the Capital Contribution Request (which portion shall take into account previous Capital Contributions made by the Call Amount required so that each Class A Members); providedMember is projected to: (i) achieve the Target IRR on the Target Flip Date, that, such Capital Contribution shall be sized so that the Class A Members are projected to achieve (ii) receive a minimum [***]% per annum yield return based on Available Cash Flow until the Target Flip Date, and (“CAFD Yield”iii) which will (i) average receive no less than an average [***] over ]% per annum return based on Available Cash Flow during the first ten (10) years following the date on which the Class A Capital Contribution Amount has been made, made (ii) never be below [***] percent ([***]%) in any of the first nine (9) years following the date on which the Class A Capital Contribution Amount has been made, (iii) only be below [***] percent ([***]%) for no more than four (4) calendar years commencing with the tenth (10th) calendar year following the date on which the Class A Capital Contribution Amount has been made, and (iv) never be below negative [***] percent (-[***]%) in any calendar year (such Capital Contribution, a “Class A Capital Contribution Amount”), all as determined pursuant to the Cumulative applicable Fund Base Case Model included in the Capital Contribution Request; provided, that notwithstanding the foregoing, the Class A Member shall not be required to make Capital Contributions in excess of $15,000,000 in the aggregate until such time as the Company has entered into an agreement regarding customer care services for residential community solar subscribers, which agreement is in form and substance, and with a services provider who is, reasonably acceptable to the Class A MemberModel.
(d) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class B Members shall make a Capital Contribution (if more than one, then pro rata in accordance with their Class B Units) in cash equal to the positive amount, if any, of the Capital Call Amount minus the Class A Capital Contribution Amount (the “Class B Capital Contribution Amount”), as determined pursuant to the Cumulative applicable Fund Base Case Model included in the Capital Contribution RequestModel.
(e) In addition to the Capital Contributions contemplated by Section 3.3(b), the Manager may (or, in the case of clause (iv), shall) request from the Members, and the Members shall be obligated to make, as applicable, Capital Contributions to fund (i) the purchase price of an Accepted Acquisition, (ii) a Fund Company Put Event, (iii) a Fund Company Call Event approved in accordance with Section 6.3 or (iv) a Member Contribution Event (each a “Contribution Event”), in each case, by delivering a Capital Contribution Request to the applicable Member(s) (with a copy to the other Members) in accordance with the time requirements of Section 3.3(b), consisting of (A) a detailed explanation of the Contribution Event and the total capital required from the Company in connection therewith, (B) the amount of such Capital Contribution requested of each such Member, and (C) all notices and other documentary evidence received by the Intermediate Company in connection with such Contribution Event. In the case of an Accepted Acquisition, the Manager shall determine the Members’ respective Capital Contribution amounts in accordance with Section 3.3(c) and Section 3.3
Appears in 1 contract
Samples: Limited Liability Company Agreement (NRG Yield, Inc.)
Other Required Capital Contributions. (a) Except as provided in this Section 3.3, Section 3.1, Section 3.2 and Section 12.3, no Member shall be obligated to make Capital Contributions.
(b) Immediately upon receipt of (i) the presentation made to a Fund Company of a tranche of Projects for purchase or purchase, (ii) a formal capital contribution request from a Fund Company with respect to a tranche of Projects, that in either case sets forth an amount of capital contributions that will be required from the members of such Fund Company and a date by which contributions to a Fund Company must be made or (iii) any notice delivered to the Company in connection with a Contribution Event pursuant to Section 3.3(e), the Manager shall deliver to the Members a request for Capital Contributions (the “Capital Contribution Request”), consisting of, with respect to clauses 3.3(b)(i) and (ii), (A) the amount of capital that a Fund Company or other Subject Company requires (the “Capital Call Amount”), (B) a reasonably detailed explanation of the intended use of such capital by the Company and each applicable Subject Company, (C) the Fund Base Case Model and the Cumulative Base Case Model used to calculate the Capital Contributions being requested, (D) the Equity Capital Contribution Date when the requested Capital Contributions must be made, which shall be the same date as the capital contributions are made required by the Fund Investors of such underlying Fund Company, if applicable, but in all cases, (x) no more than once per month and (y) otherwise shall be at least five ten (510) days following delivery of the Capital Contribution Request, (E) the Class A Capital Contribution Amount, as determined in accordance with Section 3.3(c), and (F) the Class B Capital Contribution Amount, as determined in accordance with Section 3.3(d).
(c) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class A Members shall each make a Capital Contribution in cash equal to the portion percentage of the Valuation of Cash Flow determined by the Cumulative Base Case Model included in the Capital Contribution Request (which portion shall take into account previous Capital Contributions made by the Call Amount required so that each Class A Members); provided, that, such Capital Contribution shall be sized so that the Class A Members are Member is projected to achieve a per annum yield based the Target IRR on Available Cash Flow the Target Flip Date (“CAFD Yield”) which will (i) average no less than [***] over the first ten (10) years following the date on which the Class A Capital Contribution Amount has been made, (ii) never be below [***] percent ([***]%) in any of the first nine (9) years following the date on which the Class A Capital Contribution Amount has been made, (iii) only be below [***] percent ([***]%) for no more than four (4) calendar years commencing with the tenth (10th) calendar year following the date on which the Class A Capital Contribution Amount has been made, and (iv) never be below negative [***] percent (-[***]%) in any calendar year (such Capital Contribution, a “Class A Capital Contribution Amount”), all as determined pursuant to the Cumulative applicable Fund Base Case Model included in the Capital Contribution Request; provided, that notwithstanding the foregoing, the Class A Member shall not be required to make Capital Contributions in excess of $15,000,000 in the aggregate until such time as the Company has entered into an agreement regarding customer care services for residential community solar subscribers, which agreement is in form and substance, and with a services provider who is, reasonably acceptable to the Class A MemberModel.
(d) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class B Members shall make a Capital Contribution (if more than one, then pro rata in accordance with their Class B Units) in cash equal to the positive amount, if any, of the Capital Call Amount minus the Class A Capital Contribution Amount (the “Class B Capital Contribution Amount”), as determined pursuant to the Cumulative applicable Fund Base Case Model included in the Capital Contribution RequestModel.
(e) In addition to the Capital Contributions contemplated by Section 3.3(b), the Manager may (or, in the case of clause (iv), shall) request from the Members, and the Members shall be obligated to make, as applicable, Capital Contributions to fund (i) the purchase price of an Accepted Acquisition, (ii) a Fund Company Put Event, (iii) a Fund Company Call Event approved in accordance with Section 6.3 or (iv) a Member Contribution Event (each a “Contribution Event”), in each case, by delivering a Capital Contribution Request to the applicable Member(s) (with a copy to the other Members) in accordance with the time requirements of Section 3.3(b), consisting of (A) a detailed explanation of the Contribution Event and the total capital required from the Company in connection therewith, (B) the amount of such Capital Contribution requested of each such Member, and (C) all notices and other documentary evidence received by the Intermediate Company in connection with such Contribution Event. In the case of an Accepted Acquisition, the Manager shall determine the Members’ respective Capital Contribution amounts in accordance with Section 3.3(c) and Section 3.33.3(d) respectively, except that the Aggregate Tracking Model will be used instead of the Fund Base Case Model. In the event that a Contribution Event other than a Member Contribution Event occurs following the Investment Period, the Capital Contribution to be made by each Member shall be the applicable Capital Call Amount multiplied by such Member’s Post Investment Period Contribution Percentage.
(f) Notwithstanding anything herein to the contrary, but subject to the Class A Members’ obligation to make further Capital Contributions in connection with a Contribution Event if and as required by this Agreement, (i) in no event shall the Class A Members be obligated to make Capital Contributions to the Company that in the aggregate exceed the Class A Member Capital Contribution Commitment or if the credit profile of the tranche of projects intended to be funded by the Capital Contributions is substantially different than the Fund Credit Profile defined in the applicable Fund Addendum (as determined by the Class A Members in their reasonable discretion) and (ii) the obligation of the Class A Members under this Section 3.3 with respect to the acquisition of Projects by a Fund Company are subject to receipt by the Class A Members of evidence satisfactory to them that the Investor Member under any applicable Fund Documents has agreed to make its required capital contribution pursuant to the terms of the Fund Documents. If the Class A Members do not fund any portion of the Capital Contribution requested of them contained in a Capital Contribution Request because such amount exceeds Class A Member Capital Contribution Commitment, then, in addition to funding such shortfall amount as a Member Loan pursuant to Section 3.4 below, the Class B Members may fund such shortfall as a Capital Contribution (if more than one Class B Member desires to do so, then pro rata in accordance with their Class B Units), and the Members shall work together in good faith to adjust to the allocations under Section 4.1 and the distributions under Section 5.1 to reflect such increased Capital Contributions made by the Class B Members.
(g) If any Member disputes the amount of its Capital Contribution set forth in a Capital Contribution Request, then such Member shall immediately deliver notice to the other Members and the Manager and all Members and the Manager shall, within three (3) Business Days, meet in good faith to resolve any discrepancies causing such dispute and if they are not able to resolve such dispute, then such matter will be handled pursuant to the dispute resolution mechanisms set forth in Section 10.3. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NRG Yield, Inc.)
Other Required Capital Contributions. (a) Except as provided in this Section 3.3, Section 3.1, Section 3.2 and Section 12.3, no Member shall be obligated to make Capital Contributions.
(b) Immediately upon receipt of (i) the presentation made to a Fund Company of a tranche of Projects for purchase or (ii) a formal capital contribution request from a Fund Company with respect to a tranche of Projects, that in either case sets forth an amount of capital contributions that will be required from the members of such Fund Company and a date by which contributions to a Fund Company must be made or (iii) any notice delivered to the Company in connection with a Contribution Event pursuant to Section 3.3(e), the Manager shall deliver to the Members a request for Capital Contributions (the “Capital Contribution Request”), consisting of, with respect to clauses 3.3(b)(i) and (ii), (A) the amount of capital that a Fund Company or other Subject Company requires (the “Capital Call Amount”), (B) a reasonably detailed explanation of the intended use of such capital by the Company and each applicable Subject Company, (C) the Fund Base Case Model and the Cumulative Base Case Model used to calculate the Capital Contributions being requested, (D) the Equity Capital Contribution Date when the requested Capital Contributions must be made, which shall be the same date as the capital contributions are made by the Fund Investors of such Fund Company, if applicable, but in all cases, (x) no more than once per month and (y) shall be at least five three (53) days following delivery of the Capital Contribution Request, (E) the Class A Capital Contribution Amount, as determined in accordance with Section 3.3(c), and (F) the Class B Capital Contribution Amount, as determined in accordance with Section 3.3(d).
(c) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class A Members shall each make a Capital Contribution in cash equal to the portion percentage of the Valuation of Cash Flow determined by the Cumulative Base Case Model included in the Capital Contribution Request (which portion shall take into account previous Capital Contributions made by the Call Amount required so that each Class A Members); providedMember is projected to: (i) achieve the Target IRR on the Target Flip Date, that, such Capital Contribution shall be sized so that the Class A Members are projected to achieve (ii) receive a minimum [***]% per annum yield return until the Target Flip Date, based on Available Cash Flow and any CAFD Reserve amount available for distribution to the Class A Members under Section 5.1(a)(i), and (“CAFD Yield”iii) which will (i) average receive no less than an average [***] over ]% per annum return based on Available Cash Flow during the first ten (10) years following the date on which the Class A Capital Contribution Amount has been made, made (ii) never be below [***] percent ([***]%) in any of the first nine (9) years following the date on which the Class A Capital Contribution Amount has been made, (iii) only be below [***] percent ([***]%) for no more than four (4) calendar years commencing with the tenth (10th) calendar year following the date on which the Class A Capital Contribution Amount has been made, and (iv) never be below negative [***] percent (-[***]%) in any calendar year (such Capital Contribution, a “Class A Capital Contribution Amount”), all as determined pursuant to the Cumulative applicable Fund Base Case Model included in the Capital Contribution Request; provided, that notwithstanding the foregoing, the Class A Member shall not be required to make Capital Contributions in excess of $15,000,000 in the aggregate until such time as the Company has entered into an agreement regarding customer care services for residential community solar subscribers, which agreement is in form and substance, and with a services provider who is, reasonably acceptable to the Class A MemberModel.
(d) On each Equity Capital Contribution Date other than with respect to a Contribution Event, the Class B Members shall make a Capital Contribution (if more than one, then Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. pro rata in accordance with their Class B Units) in cash equal to the positive amount, if any, of the Capital Call Amount minus the Class A Capital Contribution Amount (the “Class B Capital Contribution Amount”), as determined pursuant to the Cumulative applicable Fund Base Case Model included in Model. Portions of this Exhibit, indicated by the Capital Contribution Requestxxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
(e) In addition to the Capital Contributions contemplated by Section 3.3(b), the Manager may (or, in the case of clause (iv), shall) request from the Members, and the Members shall be obligated to make, as applicable, Capital Contributions to fund (i) the purchase price of an Accepted Acquisition, (ii) a Fund Company Put Event, (iii) a Fund Company Call Event approved in accordance with Section 6.3 or (iv) a Member Contribution Event (each a “Contribution Event”), in each case, by delivering a Capital Contribution Request to the applicable Member(s) (with a copy to the other Members) in accordance with the time requirements of Section 3.3(b), consisting of (A) a detailed explanation of the Contribution Event and the total capital required from the Company in connection therewith, (B) the amount of such Capital Contribution requested of each such Member, and (C) all notices and other documentary evidence received by the Intermediate Company in connection with such Contribution Event. In the case of an Accepted Acquisition, the Manager shall determine the Members’ respective Capital Contribution amounts in accordance with Section 3.3(c) and Section 3.3
Appears in 1 contract
Samples: Limited Liability Company Agreement (NRG Yield, Inc.)
