Termination of the Joint Venture Clause Examples
The 'Termination of the Joint Venture' clause defines the conditions and procedures under which the joint venture agreement may be brought to an end. It typically outlines specific events or breaches that can trigger termination, such as mutual agreement, expiration of a set term, insolvency, or failure to meet key obligations. This clause ensures that both parties understand the process for winding down the joint venture, distributing assets, and resolving outstanding liabilities, thereby providing a clear exit strategy and minimizing potential disputes.
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Termination of the Joint Venture. (a) If there is an Event of Bankruptcy with respect to either Party, then the other Party may elect either to terminate the Joint Venture (and follow the liquidation procedures set forth in Article 22.3) or to purchase the interest of the Party who had an Event of Bankruptcy for a purchase price equal to the market value of such interest as determined pursuant to subsection (c). Such election shall occur within 60 days after the Event of Bankruptcy unless prohibited by a bankruptcy court or other court of competent jurisdiction; provided that once any such prohibition is no longer applicable, such election shall occur promptly thereafter. The other Party shall provide written notice to the Party who had an Event of Bankruptcy upon the election of the other Party, which notice shall specify the effective date of the action elected by the other Party.
(b) If the Parties shall agree to terminate the Joint Venture pursuant to the terms of the Agreement, the Parties agree to terminate the Joint Venture and follow the liquidation procedures set forth in Article 22.3 unless the Parties otherwise agree.
(c) Upon delivery by either Party of such Party's election to purchase the interest of the other Party upon the other Party having an Event of Bankruptcy, the Board shall meet for the purpose of retaining a mutually acceptable, qualified investment banking, accounting or appraisal firm of national reputation with no conflict of interest with respect to either Party or any Affiliate thereof (a "Qualified Expert") to determine the market value of the Operating Company. If the Board is unable to select by unanimous agreement a single Qualified Expert, then the appraisal shall be arrived at by mutual agreement of two Qualified Experts, one selected by each Party. If in such an instance either Party shall fail to appoint a Qualified Expert within fifteen (15) days after a written request to do so, such failure shall be deemed acceptance of the conclusions and appraisal of such Qualified Expert as has been appointed. If the Board unanimously selects a single Qualified Expert, the value of the Operating Company as determined by such Qualified Expert shall be final and binding upon both of the Parties. If two Qualified Experts are chosen, one by each Party, and such Qualified Experts either agree or the greater of the two valuations is no more than 110% of the lesser valuation, the average of the valuations of the Operating Company as determined by each such Qualified Expe...
Termination of the Joint Venture. 22.1 This Agreement shall be effective from the date hereof and shall remain in full force and effect unless and until terminated in accordance with the provisions of this Agreement.
Termination of the Joint Venture. Notwithstanding anything to the contrary in this MOU, the Joint Venture and this MOU shall only terminate -
11.1 by dissolution of the Joint Venture in accordance with 18, which shall only occur pursuant to -
11.1.1 a written notice being given by one Party to the other Party stating its intention to terminate the Joint Venture; or
11.1.2 a deadlock in regard to any decision of the Management Board which materially affects the Conservation Activities of the Joint Venture.
Termination of the Joint Venture. The Joint Venture will stay in effect until all three intended salvage Targets have been salvaged to the fullest extent operationally possible within the project funding capabilities and the distribution of profits have occurred in accordance with section 11.
Termination of the Joint Venture. The following events shall terminate the Joint Venture:
(a) The affirmative vote of fifty-one percent (51%) in interest, not in numbers, of the Joint Venturers;
(b) The expiration of the term provided for in Paragraph 3 of this Agreement;
(c) The election of a non-defaulting Joint Venturer to terminate this Agreement following an event of default pursuant to Paragraph 20; or
(d) Except as otherwise provided in this Agreement, the occurrence of any other event that under the Texas Business Organizations Code would cause the dissolution of a joint venture.
Termination of the Joint Venture. 2.1 Subject to the terms and conditions of this Agreement, Wipro and KPN have agreed to terminate the joint venture of providing in India the IP Based Services through the Company. The termination will be achieved by the transfer of the Sale Shares by KPN Mauritius to Wipro under the terms of the Share Sale and Purchase Agreement.
Termination of the Joint Venture. The Parties acknowledge that termination clauses are typical of this type of joint venture, and exit events and remedy mechanisms shall be discussed and agreed in the Investment Documents, without limitations on this type of termination events which may include the following:
(1) The Project has not been approved by the relevant authorities in order for it to enter into force (eventually, subject to certain conditions);
(2) The debt financing required to finance the Project has not been secured;
(3) JVCo loses the right to implement the Project and/or loses the ownership of the Project;
(4) RMM is not approved and implemented or any of the items of the activity list for Phase 1 set out in Annex A is not completed;
(5) The Project has not obtained from the competent Romanian and/or EU authorities (other than as contemplated under point (1) above) all other permits, authorizations and regulatory approvals necessary for the performance of the Project;
(6) The EPC contract associated with the Project has not been awarded for any reason;
(7) The EPC contract is terminated, or the construction of the Project is involuntarily ter- minated or suspended for a certain period of time;
(8) Change in law with material adverse impact on the Project.
Termination of the Joint Venture. The Joint Venture shall dissolve and its affairs shall be wound up upon the first to occur of the following:
(a) The sale or other disposition of all or substantially all of the assets of the Joint Venture; or
(b) The delivery to the other Venturer of a written demand from either Venturer that the Joint Venture be dissolved, in either of which events the Joint Venture's affairs shall be wound-up and the Joint Venture terminated as soon as practicable thereafter in accordance with applicable California law.
Termination of the Joint Venture. This Agreement shall terminate upon the occurrence of either of the following events:
A. The Security Services Contract(s) is not awarded to the Joint Venture; or
B. Completion of the Security Services Contracts and the final distribution of all assets to the parties.
Termination of the Joint Venture. If the Participants cannot resolve a dispute between them after following the dispute resolution procedures set out in the mediation clause, then any of them may by giving at least 6 months’ notice in writing, terminate this agreement.