JV Term Sheet definition
Examples of JV Term Sheet in a sentence
This Agreement and the Certificate of Formation replace and supersede all prior agreements by and among the Members or any of them in respect of the Company including, without limitation, the Archstone Residual JV Term Sheet that is attached to the Buyers Agreement (but does not supersede as among the Parents the provisions of the Buyers Agreement that survive the Initial Closing).
AVB Member and ERP Member desire to form the Company and to set forth in this Agreement the definitive terms for the governance of the Company, in furtherance of the provisions of the Buyers Agreement calling for the formation of Archstone Residual JV and the execution and delivery of the Definitive Archstone Residual JV Agreement consistent with the Archstone Residual JV Term Sheet.
Pursuant to the JV Term Sheet, CW Investments Co. (the “Corporation”), CanWest and Affiliates of GSCP and CanWest have entered into a shareholders agreement dated as of the date of this Agreement (the “Shareholders Agreement”) governing their interests in and the operation of the Corporation and its Subsidiaries.
Also pursuant to the JV Term Sheet, CanWest and GSCP agreed that CanWest would have exclusive day-to-day management of the business, affairs and operations of CW Media and its Subsidiaries, in addition to and in combination with those of the Contributed Business.
The purpose of the JV Term Sheet is to set out in broad terms the management structure of the JV Group after the Subscription Completion, the grant of the Put Option and the Call Option.
AVB Member and ERP Member desire to form the Company and to set forth in this Agreement the definitive terms for the governance of the Company, in furtherance of the provisions of the Buyers Agreement calling for the formation of Archstone Legacy JV and the execution and delivery of the Definitive Archstone Legacy JV Agreement consistent with the Archstone Legacy JV Term Sheet.
For the avoidance of doubt, ▇▇▇▇ and the Investor agree that each of the terms and conditions set forth in the JV Term Sheet shall be reflected in the Joint Venture Transaction Agreements and any amendments and changes shall only be effective with the prior written consent of ▇▇▇▇ and the Investor.
The Letter Agreements and the JV Term Sheet (to the extent each relates to the Property) are hereby superseded in their entirety by this Agreement.
The JV Term Sheet currently contemplates that each of ▇▇▇▇ and the Investor will make an initial capital contribution of $5,000,000 in exchange for equal 50% positions in the common equity of the Joint Venture.
The JV Term Sheet has been superseded by the Shareholders Agreement and this Agreement.