Required Additional Capital Contributions. Subject to the limitations set forth in this Section 3.2 and Section 3.11, after the Commitment Date, the Members shall make the following Capital Contributions, pro rata based on their respective Unit Percentages, to the Company (the “Required Additional Capital Contributions”):
(i) any amounts required to be funded (but not previously funded pursuant to Section 3.1(a) or 3.1(b)) pursuant to the terms of the Letter of Intent;
(ii) to the extent in excess of the amount of the DOE Loan, all amounts set forth in the Project Execution Plan to be incurred by the Company to design, construct, install and place in service the Facility, such amounts to be contributed at such times as are set forth in the Project Execution Plan (as such payments and the timing thereof may be modified by the Board of Managers in accordance with Section 6.1(b) or the requisite Members in accordance with Section 5.7(c));
(iii) any amounts necessary to ensure that (A) all obligations with respect to Capital Contributions required under the DOE Loan and related Government Guarantee are satisfied and (B) the DOE Loan and Government Guarantee are non-recourse to the Valero Member and the Darling Member (and their respective Affiliates) upon commissioning of the Facility;
(iv) any amounts necessary to fund any cost overruns on the design, construction, installation and placement in service of the Facility to the extent such funding by the Members is required under the DOE Loan and related Government Guarantee;
(v) any amounts necessary to fund the initial working capital for the operation of the Facility as set forth in the initial operating budget for the first 12 months of operation of the Facility as set forth in the Business Plan as originally adopted by the Members (it being agreed that any additional working capital that may thereinafter be needed shall not be funded by any Required Additional Capital Contribution but rather by Requested Additional Capital Contributions);
(vi) any amounts necessary to fund capital expenditures required to comply with any Applicable Law or Order; and
(vii) any amounts necessary to fund any capital expenditures necessary to address any safety concerns at and any required capitalized maintenance of the Facility (including catalyst replacement). The amount of each Required Additional Capital Contribution shall be determined by the Board of Managers; provided, however, with respect to any Required Additional Capital Contribution relating to the design, c...
Required Additional Capital Contributions. If the Board determines as a Major Decision that the Company requires additional capital for any reason consistent with the purpose of the Company, each Member shall make an additional Capital Contribution in cash, in an amount equal to the product of (x) the aggregate Additional Capital Contribution as determined by the Board as a Major Decision, and (y) the respective Member’s Participation Percentage as of the Contribution Date, and at such times as set forth in a written notice delivered by the Company to each Member at least ten (10) Business Days prior to the effective date of any such Additional Capital Contribution (the “Additional Capital Contribution Notice”). Each Member shall thereafter be required to make an Additional Capital Contribution pursuant to the terms and conditions contained in the Additional Capital Contribution Notice.
Required Additional Capital Contributions. The Members shall contribute to the Company, in proportion to the number of Units they hold, such additional Capital Contributions which may be required to defray, in whole or in part, expenses of any construction, reconstruction, structural repair or replacement of Company Property, as approved by the Members by Two-Thirds Vote of the Units, and to acquire any Units or other property that the Company has determined to acquire from a Member or a Member's transferee as provided herein. The Members shall also contribute, in proportion to the number of Units they hold, an assessment to make up any projected or actual operating deficit and to provide reserves for repair or replacement of any Company Property ("Operating Contributions"
Required Additional Capital Contributions. Except for (i) the Initial Capital Contributions specified in Appendix B hereto, (ii) the capital contributions contemplated by Article VIII and Section 13.4, and (iii) any capital contributions that the Members are required by the Investment Committee to make pursuant to Section 7.6, no Member shall be required or otherwise obligated to make any additional capital contributions in respect of any Class Interest.
Required Additional Capital Contributions. In the event that the General Partner determines that the Partnership needs additional capital to acquire additional Securities, for the payment of Partnership Expenses or for any other proper Partnership purpose, the General Partner may from time to time request additional Capital Contributions by the Limited Partner not to exceed its Aggregate Committed Capital Contribution set forth on Schedule B, and the Limited Partner shall make the requested additional Capital Contribution not later than the later of (i) the fifth (5th) business day after its receipt of the request therefor or (ii) the date specified in the request. The General Partner shall make additional Capital Contributions from time to time to the extent necessary to cause its aggregate Capital Contributions to equal 1.01% of the aggregate Capital Contributions of the Limited Partner.
Required Additional Capital Contributions. At such time as the Board of Managers unanimously determines that additional capital is required by the Company, such additional capital contribution shall be made by the Members in proportion to the Member Interests. If any Member should fail to make any additional capital contribution on or before the date such contribution is due, the other Member(s) may: (1) loan to the Company the amount of the additional capital contribution which was not made by the other Member(s), such Member Loan to accrue interest at three percent (3%) above the then current "prime rate" charged by Bank of America, Nevada; or (2) advance to the Company the amount of the additional capital contribution which was not made by the other Member(s) and to receive in return for such additional capital contribution an increased Member Interest in the amount that such additional capital contribution bears to the total capital contributions of all Members. In the event that any Member elects to make the additional capital contribution under clause (2) above and thereby obtain an additional interest in the Company, the Member who failed to make the additional capital contribution shall have sixty (60) calendar days to purchase the additional -3- Membership Interests received by the Member(s) who have made the additional capital contribution for cash in an amount equal to the amount of the additional capital contribution plus interest thereon at three percent (3%) above the then current "prime rate" charged by Bank of America, Nevada.
Required Additional Capital Contributions. Developer Member shall have the sole responsibility to make Additional Capital Contributions to the capital of the Company from time to time, including, without limitation if:
(a) the Operating Revenues of the Project are insufficient to (i) pay budgeted operating expenses of the Operating Budget (excluding budgeted operating expenses, the payment of which are reasonably contested), (ii) pay debt service on the Loan, (iii) distribute to the Preferred Member any portion of the Preferred Return then due, (iv) return to the Preferred Member any unreturned Default Contribution, (v) distribute to the Preferred Member any portion of the Required Redemption Amount then due, or (vi) pay any Cost Overrun; or
(b) it is necessary in order for the Company to conduct its business, maintain its assets or discharge its liabilities. The Developer Member shall make any such Additional Capital Contributions by the date necessary to enable the Company to pay the applicable expense or distribution prior to the delinquency date thereof.
Required Additional Capital Contributions. At such time as the Members unanimously determine that additional capital contributions from Members are required by the Company, such additional capital contribution shall be made by the Members in proportion to the Member Interests. If any Member should fail to make any additional capital contribution on or before the date such contribution is due, such Member shall be deemed to be a Defaulting Member as if the Member had attempted to transfer his or her Member Interest and the other Members ("Contributing Members"), or, at the option of the Members holding a majority of the Member Interests held by the Contributing Members, the Contributing Members may advance to the Company an amount equal to the Defaulting Member's additional capital contribution, and the amount so advanced by the Contributing Members shall be considered a loan to the Company and shall be entitled to preferential repayment by the Company, including interest thereon at a rate of eighteen percent (18%) per annum until such additional capital contribution and interest are paid in full. However, in no event shall the interest rate exceed the maximum lawful rate.
Required Additional Capital Contributions. As of the date hereof, SKT Holdings shall contribute to the Operating Company an aggregate amount of Seventy Million Dollars ($70,000,000) (the “SKT Required Contribution”). In exchange for the SKT Required Contribution, the Operating Company will issue Preferred Membership Units to SKT Holdings in the amounts set forth on Schedule 9.1.2. Prior to December 31, 2009, SKT Holdings may also contribute up to an additional Two Hundred Million Dollars ($200,000,000) (the “SKT Contribution Right”) on the terms set forth on Schedule 9.
Required Additional Capital Contributions. From time to time as may be determined by and agreed upon by both the Parties, the Parties shall contribute to the capital of the Venture, according to their respective Venture Percentage Interests, such cash amounts as shall be necessary to accomplish the purposes of the Venture. Additional capital contributions required pursuant to this Article 5.2 shall be made within 10 days of the date upon which the Venture gives written notice to the Parties of the amount of any such required additional contribution and the purpose for which such contribution is being required. Notwithstanding the provisions of Article 17.1, notice of additional capital contributions shall be made by hand or by registered mail, return receipt requested, and the 10 day period for compliance shall commence on the date of receipt.
