The JV Agreement Sample Clauses

The JV Agreement. With respect to the JV Agreement,
Sample 1
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The JV Agreement. The JV Agreement is deemed, and hereby is, amended in the following respects: (a) Section 3.02 (Annual Plan), subsection (a) is amended to change the fiscal year of the Partnership for general accounting purposes from a calendar year period to an annual period commencing October 1 of each year, effective as of October 1, 1996, and the quarterly dates for review and update of the Annual Plan by the Board of Governors of the Partnership are hereby changed accordingly. The annual date for ratification or amendment of the Annual Plan is hereby changed from January 1 to September 1 of each calendar year. In addition, it is agreed hereby, by way of clarification, that the term "the fiscal year next succeeding the last year then covered by the Annual Plan" as used in said Section 3.02(a) shall refer to the fiscal year immediately following the current fiscal year covered by the Annual Plan. The Partnership will remain on a calendar year basis for tax purposes. (b) Sections 3.02 (Annual Plan), 4.03 (Intellectual Property) and 4.04 (Operation of Plant and Business), as well as the Annual Plan itself, are deemed, and hereby are, amended as necessary to effect the modifications and supplements to the specific Material Agreements as set forth in Sections 4 and 5 below. (c) Section 4.04 (c) (Costs) (ii)(a) (OR2 Working Capital) is amended to add: "Effective October 1, 1998, the working capital required with respect to OR2 will be provided by the Lucent Partner and the Cirrus Partner in proportion to their respective Take or Pay obligations under the IC Wafer Supply Agreement, as amended." 3. The General Partnership Agreement ("GPA"). The GPA, dated as of May 1, 1996, between ATOR and CIROR, is deemed, and hereby is, amended in the following respects: (a) Section 1.01 (Definitions) is amended to change the Fiscal Year of the Partnership as therein defined for general accounting purposes in accordance with Section 2(a) above of this Amendment No. 3 and all references to "Fiscal Year" in the GPA are deemed modified accordingly, effective as of October 1, 1996. For tax purposes the Partnership will remain on a calendar year basis. (b) Section 5.02 is amended to add the following: "Such agreement or consent shall not unreasonably be withheld with respect to a sale of the transferring Partner's interest, provided, without limitation, that: (a) Any such proposed sale must be of the transferring Partner's entire interest in the Partnership and include substitution of the new P...
Sample 1
The JV Agreement. The Parties hereby undertake to each other that immediately on the formation of the JV they shall enter into a JV agreement which shall, inter alia, contain the following terms:
Sample 1

Related to The JV Agreement

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • AMENDING OPERATING AGREEMENT This Agreement may only be amended by an affirmative vote or consent of all Members.

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