Non-Controlled JV definition

Non-Controlled JV means an entity formed pursuant to any Joint Venture Agreement, provided that the Group Companies, directly or indirectly, hold an equity interest in such entity, and in the aggregate (i) hold no more than 50% of the equity interests in such entity, and (ii) have the voting power to elect no more than 50% of the members of the board of directors or other analogous governing body of such entity.
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Non-Controlled JV means any joint venture of which the Company or any of its Subsidiaries owns Equity Securities, but which joint venture is either not controlled by the Company or any of its Subsidiaries or the Company or its Subsidiaries do not have the right to cause a Disposition or other revenue generation of such joint venture’s properties without the consent or approval of a third party.
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Examples of Non-Controlled JV in a sentence

  • No Business Group Member and, to the Knowledge of Seller no Non-Controlled JV, is a party to or subject to or in default under any Judgment, other than such Judgments that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Business.

  • There are no other agreements to which any Group Subsidiary or Non-Controlled JV is a party, or among the holders of shares of capital stock of or other Equity Interests in such Group Subsidiaries or Non-Controlled JVs, with respect to the voting or disposition of such capital stock or Equity Interests.

  • There are no restrictions of any kind that prevent or restrict the payment of dividends or other distributions by any Group Subsidiary or, to the Knowledge of Seller, any Non-Controlled JV, other than those restrictions imposed under the organizational documents of such Group Subsidiary or Non-Controlled JV or under the Laws of general applicability of such Group Subsidiary’s or Non-Controlled JV’s jurisdiction of incorporation or formation.

  • Each Business Group Member and, to the Knowledge of the Seller, each Non-Controlled JV, is, and has been since January 1, 2019, in compliance with all applicable Laws and Judgments, except for instances of noncompliance that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Business.

  • Complete and accurate copies of the Non-Controlled JV Financial Statements and Non-Controlled JV Interim Financial Statements have been made available to Purchaser.

  • The Company also represents that, to its Knowledge, the statements with respect to Material Subsidiaries or Subsidiaries set forth in Sections 3.1, 3.3, 3.6, 3.8, 3.10, 3.12, 3.13, 3.17 and 3.18 are true and correct with respect to the Non-Controlled JV Entities (with all references to “Material Subsidiaries” or “Subsidiaries”, as the case may be, being deemed to be replaced with references to “Non-Controlled JV Entities” for purposes of this sentence).

  • The shares or other ownership interests in each Subsidiary of the Company, and to the Knowledge of the Company, each Non-Controlled JV Entity, (i) have been duly authorized, validly issued and fully paid and are nonassessable; (ii) were not issued in violation of any preemptive rights, rights of first refusal, purchase option, call option, subscription right or other similar rights of any Person and (iii) have been issued in compliance with applicable federal and state securities Laws.

  • At the Closing, all such books, other than those with respect to Non-Controlled JV Entities, will be in the possession of the Company or the applicable Material Subsidiary.

  • Set forth on Section 3.5(f) of the Company Disclosure Schedule is the applicable percentage ownership of the Company and its Subsidiaries in each of the Non-Controlled JV Entities as of the date hereof.