Joint Ventures and Designated Entities Sample Clauses

Joint Ventures and Designated Entities. Any Company may from time to time invest in or provide management services to joint ventures and other third parties that hold licenses from the FCC or that are engaged in the build-out or operation of wireless systems (such third parties, including other entities that qualify as a “Designated Entity,” “Entrepreneur,” Small Business” or “Very Small Business” under FCC Rules, being “Related Entities”). Vendor agrees, at Cricket’s request, to promptly enter into one or more agreements with each Related Entity for the provision of equipment, software and services to such Related Entity on substantially the same terms and conditions as set forth in this Agreement. However, Vendor reserves the right to make a reasonable business evaluation of such Related Entities credit standing and to insure that the Related Entity is not a manufacturer of telecommunications equipment, competing against Vendor in the same markets, prior to entering into such agreements, provided, however, that in the event a Related Entity does not meet the credit standing requirements established by Vendor, then Cricket Communications Proprietary and Confidential Information each such Related Entity will be entitled to deposit with Vendor a sum equal to [***], and Vendor will then promptly enter into an agreement with such Related Entity on substantially the same terms and conditions as set forth in this Agreement.
AutoNDA by SimpleDocs
Joint Ventures and Designated Entities. Cricket may from time to time directly or indirectly invest in an entity that Cricket directly or indirectly owns (and continues to own) more than [***] percent ([***]%) of the equity interests entitled to vote for the election or appointment of the board of directors, managers or other governing body of such entity and such entity exclusively offers Cricket or Cricket-Affiliated branded services (each, a “Related Entity”). Vendor agrees, at Cricket’s request, to promptly enter into negotiations and agreements with each Related Entity for the provision of the types of equipment, software and services sold/licensed hereunder to such Related Entity [***] provided that, such Related Entity: (i) is not a direct or indirect competitor of Vendor; (ii) has not materially breached past agreements with Vendor or its Affiliates; (iii) is not otherwise engaged with Vendor or its Affiliates in an agreement for the purchase, license and/or supply of Vendor products or services; (iv) is purchasing the Vendor products for use in its own business operations and not for resale, except for similar resale exceptions as described herein; and (v) satisfies Vendor’s then-current credit criteria that is generally applicable to similar customers of Vendor. Vendor acknowledges and agrees that neither Cricket nor any Company guarantees the payment or performance of, or is in any way responsible or liable for, any obligations of any Related Entities under any such agreements.

Related to Joint Ventures and Designated Entities

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • 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.

  • 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.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • 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.

  • 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 and Owners; Investment Companies Schedule 6.1.2 states (i) the name of each of the Borrowers' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder of an equity interest in the Borrowers (except for Parent), and the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii). The Borrowers and each Subsidiary of the Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Entities If the undersigned is not an individual but an entity, the individual signing on behalf of such entity and the entity jointly and severally agree and certify that:

  • Subsidiaries and Partnerships Borrower has no subsidiaries and is not a party to any partnership agreement or joint venture agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.