Ridgewood Power Growth Fund /Nj Sample Contracts

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CONTENTS
Agreement • January 29th, 2007 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • England and Wales
ESCROW AGREEMENT
Escrow Agreement • June 13th, 2008 • Ridgewood Power Growth Fund /Nj • Electric & other services combined
Loan Agreement
Loan Agreement • June 13th, 2008 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • Cairo

In the event that the Borrower shall fail to make full payment of the amounts of principal and interest on the Loan when due as set forth in Section 3.3(b) above for two consecutive months, then the Lender may, by written notice to the Borrower, accelerate the Maturity Date of the Loan to the date of such written notice from Lender to Borrower. Upon any such acceleration by the Lender, the total outstanding amount of principal of the Loan shall become immediately due and payable, together with any amount of interest thereon accrued through the date of such notice of acceleration.

Confidential PURCHASE AND SALE AGREEMENT BETWEEN THE SELLERS LISTED ON SCHEDULE 1 and KEI (USA) POWER MANAGEMENT INC.
Purchase and Sale Agreement • November 23rd, 2009 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • Maine
AGREEMENT REGARDING REPRESENTATIONS AND WARRANTIES
Agreement Regarding • November 23rd, 2009 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • Maine

This Agreement Regarding Representations and Warranties (this “Agreement”) is entered into as of November 20, 2009, by and between Ridgewood Renewable Power, LLC (“Ridgewood”), a New Jersey limited liability company, the Sellers listed on Schedule 1 hereto (the “Sellers”) and KEI (USA) Power Management Inc., a Delaware corporation (“KEI”) and the other Buyers listed on Schedule 1 hereto (collectively, the “Buyers”) (Ridgewood, the Sellers and the Buyers are collectively referred to as the “Parties”).

ESCROW AGREEMENT Dated December 10, 2009 Private & Confidential
Escrow Agreement • December 21st, 2009 • Ridgewood Power Growth Fund /Nj • Electric & other services combined

WHEREAS, the Sellers, the Company and the Purchasers have entered into a Sale and Purchase Agreement dated December 10, 2009 whereby, among other things, the Company has agreed to partially repay the Loan owed to Ridgewood subject to the fulfilment of certain conditions;

LIMITED LIABILITY COMPANY AGREEMENT OF RIDGEWOOD NEAR EAST HOLDINGS LLC
Limited Liability Company Agreement • March 1st, 2006 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • New Jersey

This Limited Liability Company Agreement of Ridgewood Near East Holdings LLC (the "LLC") is made effective as of September 30, 1999, by and between Ridgewood Electric Power Trust V, a Delaware business trust and The Ridgewood Power Growth Fund, a Delaware business trust (individually, a "Member" and collectively, the "Members"), the initial members of the LLC in accordance with the provisions hereof and whose names are set forth as Members on Schedule A hereto.

DATED2004
Development and Services Agreement • March 1st, 2006 • Ridgewood Power Growth Fund /Nj • Electric & other services combined
as of March 29, 1999 Ridgewood ZAP, LLC 947 Linwood Avenue Ridgewood, New Jersey 07450 Attn: Robert L. Gold Dear Gentlemen: In order to induce Ridgewood ZAP, LLC ("Ridgewood") to enter into a certain Stock and Warrant Purchase Agreement dated as of...
Ridgewood Power Growth Fund /Nj • April 30th, 1999

In order to induce Ridgewood ZAP, LLC ("Ridgewood") to enter into a certain Stock and Warrant Purchase Agreement dated as of March 29, 1999 with ZAP Power Systems ("ZAP"), for so long as Ridgewood owns not less than 5 percent of the outstanding voting stock of ZAP, the undersigned shareholders of ZAP hereby agree to vote all or such portion of their stock of ZAP as may be necessary to cause to be elected to the Board of Directors of ZAP up to two persons nominated by Ridgewood. In the event of the resignation of a director nominated by Ridgewood, or a vacancy in any such position arising for any reason, the undersigned shareholders agree to cause such vacancy to be filled with a person nominated by Ridgewood. Ridgewood shall provide written or verbal notification to the undersigned shareholders of its nominee(s) at or immediately prior to any meeting called for the purpose of electing directors.

DATED
Agreement • March 1st, 2006 • Ridgewood Power Growth Fund /Nj • Electric & other services combined • England
DATED2004
Agreement • March 1st, 2006 • Ridgewood Power Growth Fund /Nj • Electric & other services combined
SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • December 21st, 2009 • Ridgewood Power Growth Fund /Nj • Electric & other services combined

WHEREAS, by virtue of the Purchase and Sale Agreements (as hereinafter defined), the Sellers Own 20,000 quotas (the “Shares”) representing 100% of the capital of the Company;

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DATED
Ridgewood Power Growth Fund /Nj • March 1st, 2006 • Electric & other services combined • England
DATED2004
Development Services Agreement • March 1st, 2006 • Ridgewood Power Growth Fund /Nj • Electric & other services combined
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