Examples of ELSBURG JV in a sentence
Upon the admission of any PERSON as a VENTURER, such PERSON shall contribute money or other rights, interests or assets to the ELSBURG JV, as agreed by all of the VENTURERS including the newly admitted VENTURER, and the PERCENTAGE INTERESTS of the VENTURERS shall be adjusted as agreed by all of the VENTURERS, including the newly admitted VENTURER.
The fair value of such consideration in monetary terms, as so determined, shall be included in the purchase price payable by the ELSBURG JV and/or the remaining VENTURER hereunder, but the ELSBURG JV and/or the remaining VENTURER need not transfer to the selling VENTURER the actual rights, interests or property offered in the BONA FIDE OFFER, in order to exercise the rights of first refusal granted pursuant to this clause 22.2.
No VENTURER (nor any AFFILIATE of any VENTURER) shall receive any compensation for any services provided to the ELSBURG JV other than such VENTURER’s interest in the DISTRIBUTABLE CASH.
The ELSBURG JV and ERGO MINING shall jointly and severally be obliged to maintain the ERPM ASSETS in good working order and condition and uon the termination of the MINING USER CONTRACT for whatever reason, to return the same to ERPM, fair wear and tear excepted and save where ownership has passed to third parties, including the ELSBURG JV or ERGO MINING, as the case may be.
In the event a VENTURER shall decide to DISPOSE of all or any part of its PERCENTAGE INTEREST (“Offered Percentage Interest”) pursuant to a BONA FIDE OFFER, such VENTURER shall give written notice, setting forth in full the terms of such BONA FIDE OFFER and the identity of the offeror(s), to the ELSBURG JV and the other VENTURER.
The VENTURERS may not satisfy any LIABILITY except out of the assets of the ELSBURG JV and no VENTURER shall be personally liable with respect to any such LIABILITY.
The VENTURERS shall execute all such instruments for facilitating the collection of the ELSBURG JV receivables and the liquidation of the ELSBURG JV assets and for the mutual indemnity and release of the VENTURERS as may be requisite or proper.
If, as a result of a TRIGGER EVENT, all or any part of the interest of the AFFECTED VENTURER in the ELSBURG JV has been transferred to a transferee, such transferee shall take and hold such interest subject to the AGREEMENT and to all of the obligations and restrictions upon the VENTURER from whom such interest was acquired and shall observe and comply with the AGREEMENT and with all such obligations and restrictions.
The ELSBURG JV, at the determination of the VENTURERS, may purchase and maintain insurance on behalf of the INDEMNIFIED PERSONS against any liability that may be asserted against or incurred by such INDEMNIFIED PERSONS which is subject to indemnification hereunder.
The principal place of BUSINESS of the ELSBURG JV shall be the PROPERTY or at such other place or places as the VENTURERS may from time to time select.