Creation of Joint Venture Sample Clauses

Creation of Joint Venture. On the Closing Date, Chalone, Franciscan and Huneeus shall enter into a limited liability company agreement (the “LLC Agreement”) in the form attached as Exhibit A hereto, and shall make the capital contributions to the Venture described in Section 3.3. The Membership Percentage Interests of each of the Members of the Venture (before dilution for Class D Membership Interests, as such term is defined in the LLC Agreement), which are based upon the agreed valuations of the net contributions to be made by the Members shown below, will be as follows: Party Agreed Valuation of Net Contribution Membership Percentage Interest Franciscan $ 79,200,000 37.61 % Huneeus $ 70,000,000 33.24 % Chalone $ 61,372,000 29.15 % The foregoing Agreed Valuations of Net Contribution and Membership Percentage Interests are not subject to adjustment based upon actions or events between the date hereof and the Closing Date.
Sample 1
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Creation of Joint Venture. Upon the vesting of the Interest in the Optionee, the Optionor and the Optionee shall be deemed to have entered into a joint venture (the "Joint Venture") for the further exploration and development of the Property and any operation of the Property as a mine. Until the commencement of commercial production, the Optionor’s interest in the Joint Venture shall be fully carried and the Optionee shall be responsible for paying all Joint Venture costs including those of the Optionor. The Optionee shall not be entitled to recover or recoup the costs incurred by it during the existence of the Joint Venture. For the purposes of this Agreement, the "commencement of commercial production" means if a mill is located on the Property, the first day the mill processed ore from the Property and if no mill is located on the Property, the first day during which ore has been shipped from the Property on a reasonably regular basis for the purposes of earning revenues.
Sample 1
Creation of Joint Venture. BET and DAILY NEWS agree to form the Joint ------------------------- Venture for the purpose of developing, producing and distributing a weekend newspaper Supplement which would be published at least quarterly during the first year of the term and which would be inserted in the Sunday New York Daily News and other newspapers, and to be targeted toward a middle-class African- American audience (the "Supplement"), and later to be expanded by the Joint Venture to Sunday newspapers in other markets. The parties agree that the Supplement shall be entitled BET Weekend. The Joint Venture shall be formed according to the laws of the State of New York for the limited purpose and scope set forth herein. The rights and obligations of BET and DAILY NEWS and the status, administration and termination of the Joint Venture shall be governed by the laws of the State of New York.
Sample 1
Creation of Joint Venture. In the event that Canaco has earned a 70% interest in the Property pursuant to Section 2.6, the Parties shall forthwith complete, execute and deliver the Joint Venture Agreement.
Sample 1
Creation of Joint Venture. 2.1. As and from the Commencement Date, the PARTICIPANTS agree to associate as JOINT VENTURE PARTNERS for the purpose of delivering the Renewable Project set out in Item 1 of Schedule 1, subject to the terms and conditions of this JOINT VENTURE agreement and for the term of the PPA.
Sample 1
Creation of Joint Venture. The Xxx XX Entity and the IFL JV Entity shall create a joint venture in the form of a limited liability company (the “LLC”) for the distribution of the Digital Rights. The IFL JV Entity shall contribute to the LLC its 49% interest in the Digital Rights, and the Xxx XX Entity shall contribute to the LLC its 51% interest in the Digital Rights, in exchange for proportionate membership interests in the LLC. Fox shall fund the cash requirements of the LLC, as established in the initial 3-year business plan approved by the Xxx XX Entity and the IFL JV Entity upon formation of the LLC (the “Initial Plan”) and any subsequent budgets approved by a majority of the Board of Directors. All contributions of such funding shall be made in the form of debt (“Funding Notes”). Sales, assignments and other transfers of the members’ respective interests in the LLC shall be subject to rights of first negotiation, rights of first refusal and restricted entity lists, to be set forth in the LLC operating agreement.
Sample 1
Creation of Joint Venture. 1.1 The Parties agree to form a Joint Venture to be known as SPDAWARISAN GROUP JOINT VENTURE.
Sample 1
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Creation of Joint Venture. The Parties hereby create a joint venture called the “Xxxxxx-Transeon Joint Venture’1 and sometimes, the :cJV,” for the limited and specific purpose of performing the Projects. The TV is for a temporary period and for a limited purpose, and this Agreement does not create a partnership between the Parties beyond the Projects.
Sample 1

Related to Creation of Joint Venture

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Joint Venture Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Investments; Joint Ventures Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Joint Venture Agreement The shareholder entity designated by each ASEAN country shall negotiate and conclude, as soon as possible, a joint Venture Agreement acceptable to Malaysia and the Parties, for the setting up of an ASEAN Urea Project in Malaysia. Such joint Venture Agreement shall set out among others: The name and capital structure of the joint Venture company; Constitution of the Board of Directors of the joint Venture company: Protection of minority interests; Scope of the project and its financing.

  • No Partnership, Agency or Joint Venture This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

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