Joint Venture Liabilities Sample Clauses

Joint Venture Liabilities. It is the agreement of the Parties that Joint Venture Liabilities (as hereinafter defined) not be shared unequally by the parties to the U.S. Joint Venture Agreement or their respective Affiliates. If at any time either Party or any of its Affiliates (a "Party Group") incurs or pays, in a manner that is not in breach of the U.S. Joint Venture Agreement, any Liabilities of the Joint Venture (other than Liabilities for which either Party or its Affiliates is required to indemnify the Joint Venture pursuant to the provisions of the U.S. Joint Venture Agreement and the Related Agreements) (the "Joint Venture Liabilities"), and the amount of Joint Venture Liabilities in aggregate paid or otherwise satisfied by one Party Group exceeds amounts paid or otherwise satisfied by the other Party Group, then promptly upon receipt of proof of the payment or other satisfaction of the greater proportionate Liability, the Party and its respective Affiliates paying or otherwise satisfying lesser proportionate Joint Venture Liabilities shall pay to the other Party an amount such that after the payment each Party has shared such Joint Venture Liabilities equally, together with interest at the prime rate calculated from the date of the original payment until the day of the equalizing payment; provided that: (i) if any such sharing is made and subsequently one Party Group pays or otherwise satisfies additional Joint Venture Liabilities or is discharged from Joint Venture Liabilities used in the calculation of the amount to be shared, the obligations of each Party and its respective Affiliates to share such Joint Venture Liabilities shall be recalculated and appropriate payments made, together with interest at the prime rate calculated from the date of the original payment until the day of the adjustment payment so that each Party Group will have shared the total Liabilities of such Joint Venture Liabilities equally. The obligations set forth in this Section 4.3(c) shall be subject to the condition that the Party and its respective Affiliates claiming a right to receive payments pursuant to this Section 4.3(c) shall have conducted their activities in compliance with Section 4.3(d).

Joint Venture Liabilities. Neither Borrower nor any of its Subsidiaries has any obligation or commitment to make any loans, advances or capital contributions in connection with any joint venture arrangement to which Borrower or such Subsidiary is a party.