Joint Venture Assets Sample Clauses

Joint Venture Assets. Global shall assign to Purchaser, and Purchaser will purchase and accept, all of Global’s right, title, benefit and interest in the Joint Venture Assets pursuant to the Assumption Agreement; and
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Joint Venture Assets. The parties agree that:
Sample 1Sample 2
Joint Venture Assets. Sellers (or any of them) will contribute the Joint Venture Assets to the Bolivian Joint Venture Entity to be held by the Joint Venture in exchange for its or their 40% ownership interest in the Joint Venture. c.
Sample 1
Joint Venture Assets. Golden Eagle or its subsidiaries and affiliates will receive a 40% interest in the Joint Venture in exchange for the Joint Venture Assets contributed by Golden Eagle or its subsidiaries to the Bolivian Joint Venture Entity to be owned by the Joint Venture. PDM or its subsidiaries or affiliates will receive a 60% interest in the Joint Venture in exchange for the Purchase Price. As additional consideration, PDM or its subsidiaries and affiliates will pay the first US$5,000,000.00 of costs and expenses incurred by the Joint Venture in respect of the exploration or exploitation of the Joint Venture Assets (the “Free Carry Amount”); provided, that PDM and its subsidiaries and affiliates shall have no obligation to incur any costs or expenses in respect of the exploration or exploitation of the Joint Venture Assets. Once PDM or its subsidiaries and affiliates have expended the Free Carry Amount, any additional amounts will be paid by PDM and its subsidiaries and affiliates and Golden Eagle and its subsidiaries and affiliates, as applicable, in proportion to its respective percentage ownership in the Joint Venture. Failure by PDM or its subsidiaries and affiliates, or Golden Eagle or its subsidiaries or affiliates, as applicable, to make its respective proportionate capital contributions will result in proportionate dilution of its percentage interest in the Joint Venture. In the event that the percentage interest of PDM and its subsidiaries and affiliates or Golden Eagle and its subsidiaries and affiliates, as applicable, in the Joint Venture falls below 20%, the interest of PDM and its subsidiaries and affiliates or Golden Eagle and its subsidiaries and affiliates, as applicable, in the Joint Venture automatically will convert into a ten percent net profits interest only. c.
Sample 1
Joint Venture Assets. The Seller is current on all payments due by the Seller to the Joint Venture and the Joint Venture is current on all payments due by the Joint Venture, except as set forth in Section 3.17 of the Disclosure Statement. All of the Joint Venture Assets are listed in Section 3.17 of the Disclosure Statement.
Sample 1
Joint Venture Assets. To the Knowledge of PPC and Seller, neither of the Joint Ventures uses, possesses, has control over or has any claim or right to any assets or properties, real or personal, tangible or intangible, which are necessary or useful to the conduct of its business as now conducted or as proposed to be conducted which are owned by, controlled by, or titled in the name of Seller, either alone or together with any other person.
Sample 1
Joint Venture Assets 
Sample 1
AutoNDA by SimpleDocs

Related to Joint Venture Assets

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • Joint Venture Agreement The Borrower shall ensure that the Administrative Agent is provided in a timely manner with copies of any material notices or communications made by the participants of the LGJV, including notices of the Corporation Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings or decisions to be made (including at least 5 days prior notice of any decisions which fall within the scope of section 3.5 of the LGJV Agreement), and copies of all records or minutes of Corporation Board, OpCo Board and Partner meetings. The Borrower shall pay all Cash Calls (as defined in the LGJV Agreement), and any other amounts required to be paid under the LGJV Agreement as and when required.

  • Joint Venture Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • Investments; Joint Ventures Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Partnership Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the parties hereto and save as set out herein, neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party.

Time is Money Join Law Insider Premium to draft better contracts faster.