Common use of Voluntary Reduction in Participation Clause in Contracts

Voluntary Reduction in Participation. (a) A Participant may elect, as provided in Section 7.06, to contribute to an adopted Program and Budget in some lesser amount than its Participating Interest, or not to contribute at all. Each Participant shall have the right to elect to participate or not to participate without regard to its vote on adoption of the Program and Budget. The Participating Interest of such Diluting Participant will be reduced effective as of the date the adopted Program and Budget is commenced (the "Diluting Date"). (b) A Diluting Participant's Participating Interest will be provisionally recalculated effective as of the Diluting Date according to the following formula: R = REA (P) X 100% REA (AP) Where: R = The recalculated Participating Interest of the Diluting Participant. REA (P) = The Diluting Participant's Equity Account immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Program and Budget and Diluting Participant's election as to contributions. REA (AP) = The Equity Account balance for all participants immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Program and Budget and all Participants' elections as to contributions. The Participating Interest of the Non-Diluting Participant shall be increased by the amount of the reduction in the Participating Interest of the Diluting Participant. The recalculations made under this Section 4.05(b) will be provisional and subject to the final adjustments provided for under Section 4.05(c). (a) At the end of each Budgetary Period, a final recalculation of each Participant's Participating Interest shall be made, with the provisional recalculations made under 4.05(b) adjusted to reflect actual debits, credits and contributions made during that period. A Diluting Participant shall retain all of its rights and all of its obligations (except as provided in Section 4.05(b) above and subject to the provisions of Section 4.06), including the right to participate in future Programs and Budgets at its recalculated Participating Interest. (b) A Participant that reduces its Participating Interest pursuant to this Section 4.05 shall have the right to redeem its position if the actual Costs are less by at least 20% than the budget as set out in the Program and Budget to which the Participant had limited its contributions. Otherwise the reduction is final. The Operator shall at least 20 days prior to the Management Committee meeting at which the next subsequent Program and Budget is to be adopted to provide the reducing Participant a complete statement of Costs incurred to date and an estimate of Costs to be incurred to complete the Program and Budget to which the reducing Participant did not contribute. If the reducing Participant has the right to`-redeem its position as aforesaid, the reducing Participant shall inform the Management Committee prior to the said meeting of its wish to do so. A Participant redeeming its Participating Interest shall pay the Costs it would have paid had it participated to the fullest extent possible in the Program and Budget, plus interest thereon from the date of any expenditure to the date of payment at an annual rate equal to the Prime Rate plus 2%. Payment shall be made by the redeeming Participant to the other Participant for the amount which the other Participant contributed to the Program and Budget, within 30 days of receipt from the other Participant of an invoice for its share.

Voluntary Reduction in Participation. (a) A Except with respect to a Participant's obligation to make its Initial Contribution, as to which no election is permitted, and with respect to Nova's obligation to fund its proportionate share of costs through the completion of the Feasibility Study, which shall be governed by the provisions of Section 5.4, a Participant may elect, as provided in Section 7.069.5, to contribute to participate in an adopted Adopted Program and Budget as follows: (i) in some lesser amount than its respective Participating Interest; or (ii) not at all. Upon such an election under Section 9.5, the Participating Interest of that Participant shall be recalculated as provided in Section 6.3(b) below, with the dilution effective as of the first day of the period covered by the Adopted Program and Budget. (b) If under Section 9.5 a Participant elects to contribute to an Adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not to contribute at all. Each Participant shall have , the right to elect to participate or not to participate without regard to its vote on adoption of the Program and Budget. The Participating Interest of such Diluting the Reduced Participant will shall be reduced effective provisionally recalculated as of the date of the adopted Program and Budget is commenced initial dilution (the "Diluting Date"). (b) A Diluting Participant's Participating Interest will be provisionally recalculated effective as of the Diluting Date , according to the following formula: R = REA (PREA(P) X × 100% REA (APREA(AP) Where: R = The recalculated Recalculated Participating Interest of the Diluting Reduced Participant. REA (PREA(P) = The Diluting Reduced Participant's Equity Account immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Adopted Program and Budget and Diluting the Reduced Participant's election as to contributions. REA (APREA(AP) = The Equity Account balance for all participants Participants immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Adopted Program and Budget and all Participants' elections as to contributions. The Participating Interest of the Non-Diluting other Participant shall be increased by the amount of the reduction in the Participating Interest of the Diluting Reduced Participant, and the Manager shall adjust the relevant Program and Budget to reflect the funds available. The recalculations recalculations, if any, made under this Section 4.05(b6.3(b) will be provisional and are subject to the final adjustments provided for under Section 4.05(c6.3(c). (ac) At If a Participant makes an election under Sections 6.3(a) and 9.5, then within 60 days after the end conclusion of each Budgetary Periodsuch Program and Budget, a final recalculation the Manager shall report the total amount of money expended plus the total obligations incurred by the Manager for such Budget. If the Manager expended or incurred obligations that were more or less than the amounts agreed to be contributed to the Adopted Budget by the Participants (subject to the limitations in Section 9.7), the Participating Interests shall be recalculated pursuant to Section 6.3(b) by substituting each Participant's Participating Interest shall be made, with the provisional recalculations made under 4.05(b) adjusted to reflect actual debits, credits and contributions made during that period. A Diluting Participant shall retain all of its rights and all of its obligations (except as provided in Section 4.05(b) above and subject contribution to the provisions Adopted Budget for that Participant's estimated contribution at the time of the Reduced Participant's election under Section 4.066.3(a), including the right to participate in future Programs and Budgets at its recalculated Participating Interest. (bd) A Participant that reduces its Whenever the Participating Interest Interests are recalculated pursuant to this Section 4.05 shall have the right to redeem its position if the actual Costs are less by at least 20% than the budget as set out in the Program and Budget to which the Participant had limited its contributions. Otherwise the reduction is final. The Operator shall at least 20 days prior to the Management Committee meeting at which the next subsequent Program and Budget is to be adopted to provide the reducing Participant a complete statement of Costs incurred to date and an estimate of Costs to be incurred to complete the Program and Budget to which the reducing Participant did not contribute. If the reducing Participant has the right to`-redeem its position as aforesaid6.3, the reducing Participant shall inform the Management Committee prior to the said meeting Equity Accounts of its wish to do so. A Participant redeeming its Participating Interest shall pay the Costs it would have paid had it participated to the fullest extent possible in the Program and Budget, plus interest thereon from the date of any expenditure to the date of payment at an annual rate equal to the Prime Rate plus 2%. Payment both Participants shall be made by revised to bear the redeeming Participant same ratio to the each other Participant for the amount which the other Participant contributed to the Program and Budget, within 30 days of receipt from the other Participant of an invoice for its shareas their recalculated Participating Interests.

Voluntary Reduction in Participation. (a) A Participant may elect, as provided in Section 7.06, to contribute to an adopted Program and Budget in some lesser amount than its Participating Interest, or not to contribute at all. Each Participant shall have the right to elect to participate or not to participate without regard to its vote on adoption of the Program and Budget. The Participating Interest of such Diluting Participant will be reduced effective as of the date the adopted Program and Budget is commenced (the "Diluting Date"). (b) A Diluting Participant's Participating Interest will be provisionally recalculated effective as of the Diluting Date according to the following formula: R = REA (P) X 100% REA (AP) Where: R = The recalculated Participating Interest of the Diluting Participant. REA (P) = The Diluting Participant's Equity Account immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Program and Budget and Diluting Participant's election as to contributions. REA (AP) = The Equity Account balance for all participants immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the adopted Program and Budget and all Participants' elections as to contributions. The Participating Interest of the Non-Diluting Participant shall be increased by the amount of the reduction in the Participating Interest of the Diluting Participant. The recalculations made under this Section 4.05(b) will be provisional and subject to the final adjustments provided for under Section 4.05(c). (ac) At the end of each Budgetary Period, a final recalculation of each Participant's Participating Interest shall be made, with the provisional recalculations made under 4.05(b) adjusted to reflect actual debits, credits and contributions made during that period. A Diluting Participant shall retain all of its rights and all of its obligations (except as provided in Section 4.05(b) above and subject to the provisions of Section 4.06), including the right to participate in future Programs and Budgets at its recalculated Participating Interest. (bd) A Participant that reduces its Participating Interest pursuant to this Section 4.05 shall have the right to redeem its position if the actual Costs are less by at least 20% than the budget as set out in the Program and Budget to which the Participant had limited its contributions. Otherwise the reduction is final. The Operator shall at least 20 days prior to the Management Committee meeting at which the next subsequent Program and Budget is to be adopted to adopted, provide the reducing Participant a complete statement of Costs incurred to date and an estimate of Costs to be incurred to complete the Program and Budget to which the reducing Participant did not contribute. If the reducing Participant has the right to`-redeem to redeem its position as aforesaid, the reducing Participant shall inform the Management Committee prior to the said meeting of its wish to do so. A Participant redeeming its Participating Interest shall pay the Costs it would have paid had it participated to the fullest extent possible in the Program and Budget, plus interest thereon from the date of any expenditure to the date of payment at an annual rate equal to the Prime Rate plus 2%. Payment shall be made by the redeeming Participant to the other Participant for the amount which the other Participant contributed to the Program and Budget, within 30 days of receipt from the other Participant of an invoice for its share.

Voluntary Reduction in Participation. (a) A Except with respect to that portion, if any, of a Participant's Initial Contribution that it is obligated to make, as to which no election is permitted, a Participant may elect, as provided in Section 7.069.05, to contribute limit its contributions to an adopted Program and Budget in as follows: (i) to some lesser amount than the percentage reflected by its Participating Interest, or or (ii) not to contribute at all. Each . (b) A Participant shall have the right to elect to participate or who elects not to participate without regard to the full extent of its vote on adoption of Participating Interest shall be a "Diluting Participant" and the Program and Budget. The Participating Interest of such Diluting Participant will be reduced effective as of the date the adopted Program and Budget is commenced (the "Diluting Date"). (b) . The other Participant shall be the "Non-Diluting Participant". A Diluting Participant's Participating Interest will be provisionally recalculated effective as of the Diluting Date according to the following formula: R = REA (P) X REA[P] REA[AP] x 100% REA (AP) Where: where R = The recalculated Recalculated Participating Interest of the Diluting Participant. REA (P) Participant REA[P] = The Diluting Participant's Equity recalculated Capital Account (as defined herein and as reflected on the books and records of the Manager) immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on plus the amount of the contribution, if any, to be made by the Diluting Participant to the newly adopted Program and Budget and Budget, plus a reasonable estimate of any other credits to be made to the Diluting Participant's election as Capital Account during the budgetary period established in the Program and Budget (the "Budgetary Period"), less a reasonable estimate of all distributions, debits, losses or deductions to contributionsbe made to such account during the Budgetary Period. REA (AP) REA[AP] = The Equity recalculated Capital Account balance for all participants Participants immediately prior to the Diluting Date, as adjusted for plus the amount of contributions anticipated debits and credits based on by the newly adopted Program and Budget and Budget, plus a reasonable estimate of any other credits to be made to all Participants' elections as Capital Accounts during the Budgetary Period, less a reasonable estimate of all distributions, debits, losses or deductions to contributionsbe made to all such accounts during the Budgetary Period. The Participating Interest of the Non-Diluting Participant shall be increased by the amount of the reduction in the Participating Interest of the Diluting Participant. The recalculations made under this Section 4.05(b6.03(b) will be provisional and subject to the final adjustments provided for under Section 4.05(c). (a6.03(c) . At the end of each Budgetary Period, a final recalculation of each Participant's Participating Interest shall be made, with the provisional recalculations made under 4.05(bSection 6.03(b) adjusted to reflect actual contributions, credits, distributions, debits, credits and contributions losses or deductions made during that periodperiod and the Participants shall repay or be paid any distributions owing or owed based upon such recalculation. A Diluting Participant shall retain all of its rights and all of its obligations (except as provided in Section 4.05(b6.03(b) above and subject to the provisions of Section 4.066.04 (respecting elimination of minority interests)), including the right to participate in future Programs and Budgets at its recalculated Participating Interest. (b) . A Diluting Participant that reduces its Participating Interest pursuant to under this Section 4.05 6.03 shall have the right to redeem its position and thus avoid dilution if the actual Costs expenditures under the relevant adopted Program and Budget are less by at least 20% less than the budget as originally set out in the adopted Program and Budget with respect to which the Participant had limited elected to limit its contributions. Otherwise (If the actual expenditures are more than 80% of the amount originally set out in the adopted Program and Budget, then the reduction is final. The Operator shall at .) At least 20 days prior to the Management Committee meeting at which the next subsequent Program and Budget is to be adopted considered for adoption, the Manager shall provide to provide the reducing Participant all Participants a complete statement of Costs the actual AGREEMENT-Page 19 expenditures incurred to date and an estimate of Costs the actual expenditures to be incurred to complete the Program and Budget to which the reducing Diluting Participant did elected not contributeto contribute fully. If the reducing Diluting Participant has the right to`-redeem to redeem its position as aforesaid, the reducing Diluting Participant shall inform the Management Committee prior to the said meeting of its wish to do so. A Participant redeeming its Participating Interest shall pay the Costs amount that it would have paid had it participated to the fullest extent possible in the adopted Program and BudgetBudget as implemented, plus interest thereon from the date of any expenditure to the date of payment at an annual rate equal to the Prime Rate plus 2%Rate. Payment shall be made by the redeeming Participant to the other Participant for or, if more than one, to the other Participants pro rata in accordance with the amount which the other Participant each of them contributed to the adopted Program and BudgetBudget as implemented, within 30 days of receipt from the each other Participant of an invoice for its share.