JV Asset definition

JV Asset means any of the Borrower’s shares or any other interests in JV Holdco and any of JV Holdco’s shares or any other interests in any Joint Venture Company (and any rights of the Borrower or JV Holdco to receive dividends or other distributions in respect of such shares), any amounts standing to the credit of the Borrower in any JV Account, any rights of the Borrower in respect of any shareholder loans made by the Borrower to JV Holdco and any rights of the Borrower to receive any consideration or other proceeds in connection with a sale or other disposal of any of the foregoing.
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Examples of JV Asset in a sentence

  • Purchaser agrees to purchase from each Seller and International JV all right, title and interest of each Seller and International JV in and to the JV Assets, and Purchaser agrees to assume, perform and pay all Liabilities of Parent, Sellers and each International JV primarily related to the JV Assets arising after the applicable JV Asset Closing with respect to the period from and after the applicable JV Asset Closing (the “JV Liabilities”).

  • In consideration of the sale, transfer, conveyance and delivery of all of the JV Assets from the International JVs as contemplated by Section 6.10, Purchaser shall, in full payment thereof, deposit with the Escrow Agent, in readily available funds, the JV Asset Amount in accordance with Section 3.1(b).

  • The JV Asset Amount shall be deposited with the Escrow Agent in a segregated trust account at the Closing by Purchaser and shall be held and disbursed pursuant to the terms of the Escrow Agreement and in accordance with Section 6.10(b).

  • Schedule 4.12 sets forth a true and complete list of each pending or, to the knowledge of Seller, threatened material Proceeding by or against any JV Entity or involving the Mine or any JV Asset or any Seller Benefit Plan.

  • The parties hereto shall, at each Post-Closing Acquisition, execute and deliver to the Escrow Agent a direction to disburse under the Escrow Agreement instructing the Escrow Agent to disburse the pro rata portion of the JV Asset Amount allocable to the applicable International JV as set forth on Annex A.

  • Upon obtaining the requisite authorization, approval, consent, negative clearance or waiver, Sellers shall or shall cause the applicable International JV, as the case may be, to promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Purchased Asset or JV Asset, as the case may be, to Purchaser hereunder in accordance with and subject to the terms and conditions of this Agreement.

  • If such notice indicates that the Partnership has elected Asset Disposition Redemption or JV Asset Disposition Redemption, any Series A Preferred Unitholder intending to accept the Partnership’s offer to redeem (a “Asset Disposition Redeemed Partner”) shall give written notice (the “Asset Disposition Redemption Notice”) to the Partnership within ten (10) Business Days of receipt of the Asset Disposition Notice.

  • For avoidance of doubt, the Partnership may not effect a Material Asset Disposition or JV Asset Disposition unless it has complied with its obligations under this Section 11.04(d).

  • The Unincorporated JV Asset Contracts are in full force and effect in accordance with their respective terms and there exist no defaults by Company or the Subsidiaries, or, to Seller’s Knowledge, by another Party thereto in the performance of any obligation thereunder and no event has occurred that, with notice or lapse of time, or both, would constitute any default under any such Unincorporated JV Asset Contract.

  • The parties hereto mutually agree and understand that Purchaser shall, for each AMERICAS 92199813 (2K) -36- such sale, assignment, transfer and conveyance of the JV Assets, as the purchase price and in full payment thereof, pay to the applicable International JV (or Parent as agent for such International JV), the amount set forth on Annex A allocable to each International JV for the applicable JV Assets (each, the “JV Asset Purchase Price”) simultaneously with the applicable JV Asset Closing.