Restricted Joint Venture means (i) any Joint Venture of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by a JV Partner or (ii) any Joint Venture in which a JV Partner has alone, or together with its Affiliates, consent rights over (or the ability to block) (a) the incurrence of Indebtedness or Liens at such Joint Venture or (b) amendments, modifications, terminations or waivers of the Organization Documents of such Person that would permit, or relax, loosen or eliminate any limitations on, the incurrence of Indebtedness or Liens at such Joint Venture which would be prohibited hereunder.
Restricted Joint Venture means a Joint Venture that is subject to any agreement or other arrangement that prohibits, restricts or imposes any condition upon its ability, or the ability of the Borrower or a Subsidiary to cause it, to pay dividends or other distributions with respect to its shares of capital stock or other equity interests.
Restricted Joint Venture means a partnership formed after the Issue Date which, at the time of its formation, constituted a Joint Venture (whether or not it subsequently becomes a Restricted Subsidiary) and of which the Issuer or any Guarantor is a general partner, to the extent that (i) the Indebtedness of such partnership is secured by assets whose Fair Market Value on the date of determination exceed the amount of such Indebtedness and (ii) the general partner has not otherwise guaranteed or assumed such Indebtedness.
Examples of Restricted Joint Venture in a sentence
Each Domestic Subsidiary that, as of the Closing Date, is a Non-Significant Subsidiary, a Syndication Subsidiary, a Restricted Joint Venture Subsidiary or a Non-Restricted Joint Venture Subsidiary is indicated as such on the Schedule 5.11(a).
No Restricted Person will make any payment of principal with respect to any Indebtedness that is contractually subordinated to the Secured Obligations except (i) with respect to intercompany Indebtedness owing among the Restricted Persons (except with respect to any Indebtedness owed to a Restricted Joint Venture) or (ii) other Indebtedness to the extent permitted to make Distributions pursuant to Section 7.7(f).
Subsection 8.9(d) of the Credit Agreement is hereby amended by deleting the phrase “any Non-Restricted Joint Venture Subsidiary, Restricted Joint Venture Subsidiary” and substituting, in lieu thereof, the phrase “any Permitted Joint Venture Subsidiary”.
The clause "which is not a Joint Venture" as it appears in Sections 7.12, 7.13, 8.7, 8.8, 8.12 and 8.15 of the Existing Credit Agreement is amended in its entirety in each such Section to read "which is not a Restricted Joint Venture".
Each Domestic Subsidiary that, as of the Incremental Closing Date, is a Non-Significant Subsidiary, a Syndication Subsidiary, a Restricted Joint Venture Subsidiary or a Non-Restricted Joint Venture Subsidiary is indicated as such on Schedule 5.11(c).
More Definitions of Restricted Joint Venture
Restricted Joint Venture means each Joint Venture formed or otherwise acquired after the Effective Date, the grant of any Lien on the Equity Interests of which held by any Loan Party (a) is prohibited by provisions of any contract, agreement, instrument or indenture governing such Equity Interests, including any Organizational Document of such Joint Venture, (b) is permitted only with the consent of any other Person (other than a Loan Party), and such consent has not been obtained after the applicable Loan Party has made commercially reasonable efforts to obtain such consent, (c) is prohibited by any Requirement of Law or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law after the applicable Loan Party has made commercially reasonable efforts to obtain such consent, or (d) would trigger (1) an option to purchase such Equity Interests held by any Loan Party, (2) the termination, dissolution or liquidation of such Joint Venture or (3) any similar right by a third party, under, any contract, license, agreement, instrument or other document evidencing or related to such Equity Interests, including, with limitation, any Organizational Document of such Joint Venture. Notwithstanding any provision of any Loan Document to the contrary, the Borrower and its Subsidiaries shall not be required to seek the consent of any Person or Governmental Authority described in this definition if the Borrower reasonably determines that such consent or seeking such consent could trigger any event or circumstance described under clause (d) of this definition.
Restricted Joint Venture means any Joint Venture that is not a Permitted Joint Venture, but only if such Joint Venture: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not a party to any agreement, contract, arrangement or understanding with the Company, any of its Subsidiaries or any of its Permitted Joint Ventures unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company, such Subsidiary or such Permitted Joint Venture than those that might be obtained at the time from Persons who are not Affiliates of the Company; and (c) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company, any of its Subsidiaries or any of its Permitted Joint Ventures. If, at any time, a Restricted Joint Venture fails to meet the requirements of a Restricted Joint Venture by becoming a Permitted Joint Venture or otherwise, it shall thereafter cease to be a Restricted Joint Venture for purposes of the Certificate of Designations and (i) all of the then outstanding Indebtedness of such entity shall be deemed to be incurred as of the date on which such entity becomes a Permitted Joint Venture or otherwise ceases to be a Restricted Joint Venture for purposes of Section 9(a) hereof (and if such Indebtedness is not permitted to be incurred as of such date under such covenant, the Company shall be in default of such covenant).
Restricted Joint Venture means any unconsolidated joint venture of the Borrower or any of its Restricted Subsidiaries (and excluding any Unrestricted Subsidiary or joint venture directly or indirectly owned by an Unrestricted Subsidiary).
Restricted Joint Venture any Joint Venture that at the time in question is designated as a Restricted Joint Venture pursuant to Section 6.12.
Restricted Joint Venture means, individually or collectively as the context requires, (a) any Subsidiary designated to be a “Restricted Joint Venture” as of the Effective Date as set forth on Schedule 7.14, and (b) any Subsidiary designated in writing to the Administrative Agent to be a “Restricted Joint Venture” in accordance with Section 8.17, in each case except to the extent subsequently re-designated as a Loan Party in accordance with Section 8.17.
Restricted Joint Venture means, so long as each such Person constitutes a Joint Venture, (a) each of Odyssey Pipeline L.L.C., T&P Syngas Supply Company, Nautilus Pipeline Company, L.L.C., Manta Ray Offshore Gathering Company, L.L.C., Neptune Pipeline Company, L.L.C., Atlantis Offshore, LLC, Independence Hub, Poseidon, and CHOPS (provided that CHOPS shall satisfy the requirements in sub-clauses (A)-(D) of clause (ii) of this definition (without giving effect to clause (iii) of Section 5.10(c) where Section 5.10 is referenced in sub-clause (A)) and (b) any Joint Venture (other than a Joint Venture listed in the foregoing clause (a)) that is designated as a Restricted Joint Venture pursuant to a written notice from the Borrower to the Administrative Agent; provided that,
Restricted Joint Venture means, (a) as of September 17, 2015, each of Odyssey Pipeline L.L.C., Sandhill Group, L.L.C., T&P Syngas Supply Company, Deepwater Gateway, L.L.C., Nautilus Pipeline Company, L.L.C., Manta Ray Offshore Gathering Company, L.L.C., Neptune Pipeline Company, L.L.C., Atlantis Offshore, LLC, and so long as such Person constitutes a Joint Venture, each of Independence Hub and Poseidon, and any Exempted Joint Venture, and (b) with respect to any Person other than a Person listed in the foregoing clause (a), any Joint Venture that is designated as a Restricted Joint Venture pursuant to a written notice from the Borrower to the Administrative Agent; provided that,