SUBSEQUENT PLANTS. The construction of Subsequent Plants shall be governed by this Section 7.5.
(a) Decision to Construct Plant 2.
(i) If:
(A) the Initial Plant has achieved an 18% Threshold Return; and
(B) either:
(1) The Members are in agreement that an adequate market exists for Products to be produced from the Initial Plant and Plant 2; or
(2) the Members have received and each Member has approved (in its reasonable discretion) a marketing study prepared by a reputable third party acceptable to the Members that demonstrates adequate markets with adequate reasonably projected market prices for Products in the quantities to be produced from the Initial Plant and Plant 2, to sustain Net Operating Income from the Initial Plant and Plant 2 at levels not less than those necessary to achieve the 18 Threshold Return pursuant to "(i)(A)";
(ii) then the Members, or either of them, may elect to proceed with the construction of Plant 2 by forming LLC-2 as provided in Section 7.5(d), subject to the right of either Member to elect not to participate in such construction.
(iii) If MCNIC and Crown elect to proceed, Crown shall elect to obtain an initial sharing ratio in LLC-2 of no less than 10% and no greater than 50% (inclusive of the Crown Base Sharing Ratio - LLC-2) and Crown shall make a like share of all capital contributions to LLC-2, after first giving effect to the capital account Crown receives as the transferee of the membership interest Crown receives from the Company pursuant to Section 7.5(d)(i)(B). Crown's ownership interest may be different with respect to each of LLC-2 and LLC-3.
(iv) If Crown does not elect to proceed:
(A) Its only interest in LLC-2 shall be the membership interest Crown receives from the Company pursuant to Section 7.5(d)(i)(B) and the Crown Base Sharing Ratio - LLC-2, and Crown shall have the Back-in Option; and
(B) MCNIC shall have the option, exercisable until the 60th day after the Members agree that the 30% Threshold Return has been achieved, to elect to purchase and pay for Crown's interest in LLC-2 (including Crown's increased interests after Plant 2 Payout under "(v)" below but subject to Crown's Back-in Option) for an amount equal to the Plant 2 Properties' Value. If MCNIC exercises this option, for purposes of determining 200% Payout with respect to the Back-in Option retained by Crown in this circumstance, "Plant Costs" shall be deemed to include the Plant 2 Properties' Value.
(v) Whether or not Crown elects to proceed, upon the occurrence ...
SUBSEQUENT PLANTS. A. ITR may add additional plant locations when ITR identifies other locations and has the necessary financing in place and is ready to sign a licensing agreement for any subsequent plant. The license fee for each additional plant shall be $1,000,000 per plant, 25% of which shall be paid to Titan at the time the License is granted; 25% of which shall be paid at the time construction commences; 25% of which shall be paid at the time construction is completed; and 25% of which shall be paid when operation of the plant commences. Production royalties for each subsequent plant shall be paid in quarterly as stated above. Each subsequent plant shall have its own form of Agreement.
B. Titan has on-going discussions with third parties for construction of tire recycling plants using the Technology with respect to other locations outside the Territory. Titan shall have the free and unfettered right to conclude licensing transactions for the Technology in any other area, state or country. Nothing shall prevent Titan from negotiating or completing a merger, consolidation, reorganization or similar transaction with a third party which desires to purchase the tire recycling or other technologies owned or controlled by Titan.
SUBSEQUENT PLANTS. A. As more specifically set forth below, USR desires to acquire the right to license the Technology on a basis that will permit its use at subsequent plants at locations different from the Initial Plant. Titan is willing to grant such rights subject to the following:
(i) The Initial Plant must be under construction on or before January 31, 2004 and shall have been placed in operation on or before October 31, 2004 (the "Completion Date), except USR shall have the right to extend the Completion Date, with a maximum extension until April 30, 2005, by paying Titan in advance the sum of $10,000.00 per month for each month of extension beyond October 2004.
(ii) If the conditions set forth in Paragraph A.(i) above have been met, USR shall have the right to license the Technology for additional plants. The license fee for additional plants shall be $1,000,000 per plant, 25% of which shall be paid to Titan at the time the License is granted; 25% of which shall be paid at the time construction commences; 25% of which shall be paid at the time construction is completed; and 25% of which shall be paid when operation of the plant commences.
(iii) Production royalties for each subsequent plant shall be paid in equal installments of $100,000 every six months commencing on the tenth day of the seventh month after each said subsequent plant has commenced operation and a like payment of $100,000.00 being due and payable on the tenth day of the month for each succeeding six month period thereafter, except that the production royalties for each subsequent plant for which the average daily feed rate of tires for that subsequent plant drops below 90 tons of tires per day for any six month period shall be $75,000.00, which $75,000.00 payment shall be payable on or before the tenth day of the seventh month after each six month period of operation after commencement of operation of the subsequent plant during which its average daily feed rate of tires drops below 90 tons of tires per day for said six month period. Each subsequent plant shall have its own form of Agreement which shall be the same as this Agreement as provided in Exhibit A except as to the defined Territory and the initial license fee and the production royalty which shall be as stated in this Article II.A.(iii).
B. The provisions of Articles I E. and F. above shall be applicable to construction of any subsequent plants under this Article II.
C. Titan shall not issue licenses for the Technology to third parties with...
SUBSEQUENT PLANTS. A. Ally may add additional plant locations when Ally identifies other locations or has a need for greater capacity and has the necessary financing in place and is ready to construct a subsequent plant. The license fee for each additional plant shall be $l,600,000.00 per plant, which shall be paid to Titan at the time the License is granted for each subsequent plant and the location of the subsequent plant identified and accepted by Titan. Production royalties for each subsequent plant shall be paid quarterly as stated in Section I.b. above. If after the first plant is fully operational (meaning that it has achieved a continuous operational capacity of 200 tons of tires for a 24 hour period) Ally fails to expand its capacity by one two train plant within every twelve(12) month period up to a projected level of four plants (being two plants in Texas, one plant in Mississippi, and one plant in Oklahoma), the Territory may be reduced by the amount of capacity within the Territory upon the election of Titan if a willing and able prospective Licensee approaches Titan with an offer to build a plant within the Territory and Licensee does not, within thirty days after it is provided all of the terms and conditions of the offer by the Prospective Licensee, agree to build a plant to meet the additional capacity within a one year period from the date of the offer plus Ally’s ongoing commitment to build one plant per year.
B. Ally acknowledges that Titan has on-going discussions with third parties for construction of tire recycling plants using the Technology with respect to other locations outside the Territory and that Titan shall have the free and unfettered right to conclude licensing transactions for the Technology in any other area, state or country outside the Territory without first offering the opportunity to Licensee. Nothing shall prevent Titan from negotiating or completing a merger, consolidation, reorganization or similar transaction with a third party that desires to purchase tire recycling or other technologies owned or controlled by Titan, so long as the terms and obligations owed by Titan to Ally under this Agreement are not modified.
C. Titan and Ally mutually acknowledge and agree that Titan shall be free and unencumbered to pursue other opportunities outside the Territory covered by this License.
SUBSEQUENT PLANTS. A. PPT may add additional plant locations when PPT identifies other locations and has the necessary financing in place and is ready to sign a licensing agreement for any subsequent plant. The license fee for each additional plant shall be $l,000,000 per plant, 25% of which shall be paid to Titan at the time the License is granted; 25% of which shall be paid at the time construction commences; 25% of which shall be paid at the time construction is completed: and 25% of which shall be paid when operation of the plant reaches a maximum capacity of tires, not to exceed 150 tons per day. Production royalties for each subsequent plant shall be paid quarterly as stated above. Each subsequent plant shall have its own form of Agreement.
B. PPT acknowledges that Titan has on-going discussions with third parties for construction of tire recycling plants using the Technology with respect to other locations outside the Republic of Mexico and that Titan shall have the free and unfettered right to conclude licensing transactions for the Technology in any other area, state or country. Nothing shall prevent Titan from negotiating or completing a merger, consolidation, reorganization or similar transaction with a third party that desires to purchase tire recycling or other technologies owned or controlled by Titan, subject to the provisions of this Agreement.
C. Titan and PPT mutually acknowledge and agree that Titan shall be free and unencumbered to pursue other opportunities outside the Territory covered by the License.
