Common use of New Initiatives Clause in Contracts

New Initiatives. (a) Promptly following the Second Closing Date, Vitol and Charlesbank, and their respective Affiliates, shall each use their commercially reasonable efforts in good faith to establish a new entity (“DevelopmentCo”) for the development and funding of new projects as mutually determined by the Parties. Initially, DevelopmentCo’s primary business activities shall be greenfield development projects, with an expectation of selling each project to the Partnership at such time as such projects become cash flow positive; however, the Parties may revise or expand this purpose from time to time by mutual agreement. (b) From and after the Second Closing, each of Vitol and its Affiliates, on the one hand, and Charlesbank and its Affiliates, on the other hand, shall be responsible for. 50% of the capital necessary for projects that are mutually approved by such parties, so long as they continue to hold DevelopmentCo Units. Any equity of DevelopmentCo owned by the Parties or their respective Affiliates shall be subject to the restrictions on transfer set forth in Article V herein. (c) In connection with the formation of DevelopmentCo, Vitol and Charlesbank (or their respective Affiliates, as applicable) shall execute a limited liability company agreement (or other similar agreement) substantially similar as the Restated GP Holdco LLC Agreement, including but not limited to the governance provisions set forth therein. (d) For the avoidance of doubt, in the event a project proposed to DevelopmentCo (whether by Vitol, Charlesbank, the Partnership or otherwise) is approved by one Party (or its Affiliates) for development in DevelopmentCo and such proposal is not approved by the other Party (or its Affiliates) within 30 days, nothing in this Section 6.4 shall in any way restrict the approving Party (or its Affiliates) from developing and/or funding such project outside of DevelopmentCo.