Joint Venture Contribution definition

Joint Venture Contribution means any transfer, assignment, conveyance or contribution of the Capital Stock of the Fibers Subsidiaries or all or substantially all of the assets of the Fibers Subsidiaries to a corporation, partnership, limited liability company, joint venture or other entity in which the Company and its Affiliates shall, immediately after giving effect to such transaction, beneficially, own or hold any Equity Interest in the Person to which such contribution is made, including
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Joint Venture Contribution means the contribution (excluding contributions and investments permitted by Section 7.03 or Section 7.05(other than those contributions which otherwise meet the terms of this definition and are included in Section 7.05(v)) by the Borrower or one of its Subsidiaries (the "Contributing Entity") of assets to an entity (the "Receiving Entity") in exchange for an equity interest in such entity provided (i) the nature of the equity investment and the contractual arrangements between the Contributing Entity and the Receiving Entity -2- <PAGE> shall be such that the Contributing Entity shall have no obligations with respect to the debts, obligations or liabilities of the Receiving Entity (e.g. general partnership, proprietorship, and similar interests would not qualify), and (ii) that for purposes of calculating the amount of a Joint Venture Contribution any commitment on the part of the Contributing Entity to make further contribution to the Receiving Entity shall be deemed to be a Joint Venture Contribution at the time such commitment arises rather than the time such commitment is fulfilled. "Second Amendment" shall mean the Second Amendment to Credit Agreement dated as of September 30, 2001 among the Borrower, the Agent and the Lenders. 2. Section 2.23. Section 2.23 of the Credit Agreement is hereby deleted. ------------ 3.
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Joint Venture Contribution means collectively, the transfer and contribution to the Joint Venture of the Contributed Subsidiaries (including their assets), the release of the Liens on the Contributed Subsidiaries and their assets created pursuant to the Loan Documents and the release of the Contributed Subsidiaries as Guarantors pursuant to the Loan Documents.
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Examples of Joint Venture Contribution in a sentence

  • Notwithstanding the foregoing, the Borrowers shall be permitted to make any Permitted Joint Venture Contribution.

  • After giving effect to the transactions contemplated by the Joint Venture Loan Documents including, without limitation the Joint Venture Contribution, the Joint Venture and its Subsidiaries shall have outstanding no indebtedness or preferred stock other than indebtedness permitted by Section 7.04 of the Joint Venture Credit Agreement.

  • The Administrative Agent shall have received a certificate from the chief financial officer of the Joint Venture certifying that the Joint Venture and its consolidated Subsidiaries, on a consolidated basis after giving effect to the Joint Venture Contribution, are Solvent.

  • The Joint Venture Contribution shall occur, if at all, on the Joint Venture Effective Date, provided in no event shall the Joint Venture Contribution occur more than six (6) months after the Closing Date.

  • The Joint Venture Loan Documents, the Material Joint Venture Documents and all other contracts, agreements and other related documentation of the Joint Venture Transaction and the Joint Venture Contribution shall be in form and substance satisfactory to the Administrative Agent.


More Definitions of Joint Venture Contribution

Joint Venture Contribution means the contribution (excluding contributions and investments permitted by Section 7.03 or Section 7.05(other than those contributions which otherwise meet the terms of this definition and are included in Section 7.05(v)) by the Borrower or one of its Subsidiaries (the "Contributing Entity") of assets to an entity (the "Receiving Entity") in exchange for an equity interest in such entity provided (i) the nature of the equity investment and the contractual arrangements between the Contributing Entity and the Receiving Entity shall be such that the Contributing Entity shall have no obligations with respect to the debts, obligations or liabilities of the Receiving Entity (e.g. general partnership, proprietorship, and similar interests would not qualify), and (ii) that for purposes of calculating the amount of a Joint Venture Contribution any commitment on the part of the Contributing Entity to make further contribution to the Receiving Entity shall be deemed to be a Joint Venture Contribution at the time such commitment arises rather than the time such commitment is fulfilled.
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Joint Venture Contribution means any payment made in cash or in capital stock of the Principal Borrower, in the form of up front fees, milestone payments or investments to a third party or joint venture the purpose of which is consistent with the Principal Borrower's current business strategy of developing and commercializing pharmaceutical technologies and products. "Joint Venture Contribution" shall expressly include payments made to a third party or joint venture as funding for research and development costs of such third party or joint venture.
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Joint Venture Contribution means any Disposition of all of the Capital Securities of the Fibers Subsidiaries or all or substantially all of the assets of the Fibers Subsidiaries to a Person (other than an Affiliate of any Borrower) in which the Company or any other Borrower will, immediately after giving effect to such Disposition, beneficially own or hold any Capital Securities in such Person to which such Disposition is made, including any such Disposition made through any Merger or any agreement to operate all or substantially all of the assets of the Fibers Subsidiaries, in each case, made in accordance with the terms of this Agreement including Section 7.2.16; provided that both before and after giving effect to any such Disposition (a) neither any Borrower nor any Subsidiary (other than an Unrestricted Subsidiary) is directly or indirectly liable pursuant to the terms of any Indebtedness of such Person to which such Disposition is being made, (b) no default with respect to any Indebtedness of such Person to which such Disposition is being made could permit (upon notice, lapse of time or otherwise) any
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Joint Venture Contribution shall expressly include payments made to a third party or joint venture as funding for research and development costs of such third party or joint venture.
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Joint Venture Contribution has the meaning set forth in Section 9.05(k).
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Related to Joint Venture Contribution

  • Joint Venture Company means any Subsidiary of the Company or any other Person of which 50% or less than 50% of the outstanding Voting Stock or participation is held by the Company or its Subsidiaries, whose Equity Interest is held directly or indirectly by the Company and one or more third parties that are not Affiliates of the Company for the purpose of directly or indirectly bidding new projects, including such Subsidiaries or Persons of the Company whose activities are governed by a joint venture agreement with one or more third parties that are not Affiliates of the Company.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Development Contribution means the provision made by a developer under a planning agreement, being payment of a monetary contribution, the dedication of land, the carrying out of a work-in-kind, the provision of a material public benefit to be used for or applied towards a public purpose, or any combination of the above.

  • Joint Venture (JV) means an association with or without a legal personality distinct from that of its members, of more than one Consultant where one member has the authority to conduct all business for and on behalf of any and all the members of the JV, and where the members of the JV are jointly and severally liable to the Procuring Entity for the performance of the Contract.