The Venture. As of the Effective Date, Surgold shall execute and deliver the Venture Agreement, while the Republic of Suriname shall also cause the NV 2 to do the same. The Venture Agreement will become effective as of the exercise of the Option by the Republic of Suriname, after which Surgold and NV 2 in accordance with the Venture Agreement may acquire by means of the Initial Contribution a Participating Interest in the Venture. If NV 2 fails to pay its Initial Contribution within the time period set in the Venture Agreement, then the Venture is deemed to have never been effective.
The Venture. 2.1. The Venturers hereby form the Venture under the general partnership law of the State of New York for the purpose of becoming a general partner and a limited partner of El Conquistador Partnership L.P., and to perform any and all acts and services necessary or desirable in connection therewith and the financing thereof.
The Venture. 5.1 The Parties hereto agree in accordance with and subject to the provisions of this Agreement and of the respective Production Sharing Contracts to carry out a program of exploration for and development of Unitized Substances in the Unit Area, such exploration and development to include the installation and operation of all necessary and desirable facilities in or outside the Unit Area.
The Venture. Kennecott shall cause the Companies not to take or omit to take any actions outside the Ordinary Course of Business of the Venture except as contemplated by this Agreement or as required under the Venture Agreement.
The Venture. Development Plant and Commercial Pilot Plant facilities purchased by the Venture shall not form part of the Research Facility option agreement.
The Venture. SECTION 2.01. Reallocation Date; Consent to Transfer; Continuation; Governing Law..............................................9 SECTION 2.02. Purposes and Scope of the Venture............................10 SECTION 2.03. Assumed Name Certificate.....................................10 SECTION 2.04. Scope of Venturer's Authority................................10 SECTION 2.05. Principal Place of Business..................................11 ARTICLE III MANAGEMENT SECTION 3.01. Management of the Venture....................................11 SECTION 3.02. Property Management and Other Authorized Payments............16 SECTION 3.03. Execution and Performance of Documents.......................16 SECTION 3.04. Decisions by the Venturers/Venturer's Authority..............17 SECTION 3.05. Budgets......................................................18 SECTION 3.06. Compensation and Expenses of Venturers and Venture...........18 SECTION 3.07. Contracts with Related Parties...............................19 SECTION 3.08. Property Financing...........................................19 ARTICLE IV ACCOUNTING, CONTRIBUTIONS, DISTRIBUTIONS AND ALLOCATIONS SECTION 4.01. Percentage Interests of Venturers............................20 SECTION 4.02. Capital Contributions........................................22 SECTION 4.03. Intentionally deleted........................................23 SECTION 4.04. Tax Status and Returns.......................................23 SECTION 4.05. Distributions................................................26 SECTION 4.06. Allocations of Profits, Gains and Losses.....................28 Section Page ------- ----
The Venture. SECTION A. Reallocation Date; Consent to Transfer; Continuation; Governing Law ................................................. 9
The Venture. 6 Section 2.01 Formation...............................................6 Section 2.02 Purposes and Scope of the Venture.......................7 Section 2.03 Assumed Name Certificate................................7 Section 2.04 Scope of Venturer's Authority...........................7 Section 2.05 Principal Place of Business.............................7 ARTICLE III
The Venture. Company shall directly or indirectly market and distribute its products wherever commercially and legally feasible in the entire world.
The Venture. The business of the Venture shall be movie financing or some other start-up business venture agreed to by the Executive and IAC. It shall be controlled by the Executive with IAC making an initial start-up investment in an amount to be mutually agreed upon by the parties. IAC shall have the right to make additional matching investments in the Venture (in lieu of a third party) and shall have the right to purchase 100% of the Venture following the fifth anniversary of the commencement of the Venture by means of a put/call right on such terms and conditions as shall be mutually agreed upon by the parties.
