Formation of Venture. The Manager and the Members hereby form a limited liability company pursuant to the provisions of the Act, and the rights and liabilities of the Members shall be as provided in the Act except as herein otherwise expressly provided.
Formation of Venture. The Venturers hereby enter into and form the Venture as a joint venture for the limited purposes and scope set forth herein. The rights and obligations of the Venturers and the status, administration and termination of the Venture shall be governed by the laws of the State of Georgia. The Venture is being formed for the sole purpose of acquiring, owning, developing, operating and eventually selling the Properties.
Formation of Venture. On June 9, 2004, Constellation formed Venture under the name “Triple Wines, LLC,” a Delaware limited liability company. On the date hereof, Venture is a wholly-owned indirect subsidiary of Constellation, and a wholly-owned direct subsidiary of Franciscan. Venture shall not, and Constellation shall cause Venture not to, conduct any business or incur any indebtedness or other liabilities prior to the Closing Date, except as otherwise approved by each party as set forth in Section 3.8.
Formation of Venture. The Venturers hereby join in and form a joint venture (herein referred to as the "Venture") to operate and develop the Project.
Formation of Venture. Participant 1 and Participant 2 hereby associate themselves in a joint venture having the scope and purposes, and upon the terms and conditions, as set forth in this Agreement.
Formation of Venture. CLOSING; RELATED TRANSACTIONS 36 Section 2.1 Formation of Company 36 Section 2.2 Transactions Prior to the Closing 36 Section 2.3 Time and Place of the Closing 39 Section 2.4 Deliveries and Other Actions at the Closing 39 Section 2.5 Contributions on Self-Clearing Dates 41 Section 2.6 Delayed Contribution Businesses 43 Section 2.7 Delayed Distribution Businesses 46 Section 2.8 Membership Interests 48 Section 2.9 Exclusions from Contributions 49 Section 2.10 Post-Closing Adjustments 49 Section 2.11 Self-Clearing Balance Sheets 52 Section 2.12 Final Post-Closing Purchase Price Adjustment 54
Formation of Venture. CLOSING; RELATED TRANSACTIONS 25 Section 2.1 Formation of Company 25 Section 2.2 Transactions Prior to the Closing 25 Section 2.3 Time and Place of the Closing 27
Formation of Venture. The Venture will be organized as a limited -------------------- liability company or a joint stock corporation, as shall be mutually determined by the parties, under the laws of South Korea.
Formation of Venture. The parties shall form a Venture for exploration and, if approved by the Operating Committee, mining, of the Venture Property. The initial participating interests of the parties in the Venture as of the Commencement Date shall be as follows: NEWCREST 51.00% MAINC 49.00%
Formation of Venture. Venturers hereby enter into and establish a Florida joint venture (the "Venture"), to be known as the SAVANNAH OAKS Joint Venture (hereinafter referred to as "Savannah Oaks") for the purposes set forth in this Agreement. The term of the Venture shall be from the date hereof through and including a date sixty (60) months from the date of this Agreement, unless mutually extended or sooner terminated as provided in this Agreement, or until all or substantially all of the lands and other property of the Venture shall have been sold or otherwise transferred and conveyed, whichever occurs first. The parties hereto shall file a Fictitious Name Affidavit to reflect the name of this Venture and the parties therein.
