China Joint Venture Sample Clauses

China Joint Venture. The Parties acknowledge and agree that, in accordance with the Equity Joint Venture Agreement of Shandong PGW Jinjing Automotive Glass Co. Ltd., dated as of December 11, 2013, by and between Pittsburgh Glass Works Hong Kong Limited (“PGW Hong Kong”) and Shandong Jinjing Science and Technology Stock Co., Ltd, PGW Hong Kong may be required to, or may elect to, make an additional investment in Shandong PGW Jinjing Automotive Glass Co., LTD, a People’s Republic of China entity (the “China Joint Venture”) prior to December 31, 2016. Such investment may be in the form of equity, a loan, or a combination thereof, and may be in an aggregate amount up to $3,500,000, provided that any such equity, loan or combination thereof results in an increase in PGW Hong Kong’s ownership interest in the China Joint Venture to no more than 50% (such actual form and amount of the investment, the “Investment”). Vitro may elect, on or prior to the date that is 60 days following the Closing Date, to purchase such Investment, in which case the following shall apply: 7.23.1 if Vitro makes such election prior to the Closing Date, then all of the equity interests and loan receivable amounts resulting from the Investment shall continue as assets of PGW Hong Kong at the Closing and the Total Equity Value shall be increased by the full amount (but not less than the full amount) of the Investment; 7.23.2 if Vitro does not make such election by the Closing Date, then any of the equity interests in, or loan receivables owed by, the China Joint Venture resulting from the Investment shall not be included as an asset of any Company or Company Subsidiary at Closing, but shall be transferred and conveyed from PGW Hong Kong to Auto Glass pursuant to the ARG Business Distribution or if the ARG Business Distribution has already occurred, such equity interests or loan receivable shall be transferred and conveyed from PGW Hong Kong to a designated LKQ Group Member; and 7.23.3 if Vitro makes such election following the Closing Date but prior to the date that is 60 days following the Closing Date, then (x) Auto Glass or the relevant LKQ Group Member shall sell, assign, transfer and convey to any Buyer or Affiliate thereof all of the equity interests and loan receivable amounts resulting from the Investment, free and clear of all Liens, and (y) Buyers shall pay (or cause to be paid) the full amount (but not less than the full amount) of the Investment to Auto Glass or the relevant LKQ Group Member by wire...
Sample 1
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China Joint Venture. If requested by Flightlease or SRT, WLFC shall consult with Flightlease and SRT concerning business opportunities with Sichuan Snecma Aero-Engine Maintenance Co., Ltd., a joint venture in which WLFC is a participant (including without limitation the acquisition by Flightlease or SRT of WLFC's participation in such joint venture) and when desired by Flightlease or SRT, facilitate dialogue with and presentation of business proposals to such joint venture.
Sample 1
China Joint Venture. Effective as of the Effective Date and notwithstanding Sections 6.1(a) and 6.2 of the Credit Agreement, Agent and Lenders hereby consent to the following completed transactions: (1) the formation of RCI China, Inc., a Delaware corporation and newly-formed, wholly-owned subsidiary of Parent ("RCI China"). (2) the contribution by (i) Parent to RCI China, of $1,093,000 in cash and (ii) Borrower, Cosmar Corporation, MEM, English Leather, Inc. and Great American Cosmetics, Inc. of the non- exclusive right to use the brands and products listed on SCHEDULE 1 hereto.
Sample 1
China Joint Venture. The Company, Investor and their respective affiliates shall, until the earlier of the Closing and the termination of this Agreement pursuant to Article 7, use their respective reasonable best efforts to negotiate in good faith definitive documentation with respect to a commercial joint venture in China on the terms and conditions set forth in the term sheet attached as Exhibit E hereto (the “China JV”), to be entered into at or prior to the Closing.
Sample 1
China Joint Venture. Seller acknowledges that the Base Purchase Price that Buyer has agreed to pay assumes that Buyer will obtain all rights in and to the China Sugus Assets. However, the parties acknowledge that on the Closing Date, it may not be possible for the Seller to transfer to the Buyer all rights in and to the China Sugus Assets. Accordingly, the parties have agreed to the arrangements set forth on Section 7.11 of the Disclosure Schedule. Buyer hereby agrees to pay the Base Purchase Price to Seller notwithstanding any failure by Seller to transfer the China Sugus Assets to Buyer on the Closing Date.
Sample 1
China Joint Venture. With respect to the China Joint Venture, all of the registered capital of the China Joint Venture has been fully paid by the Company and Beijing Tengtu Culture and Education Electronic Development Co., Ltd. and the China Joint Venture has received a capital payment verification certificate issued by an authorized PRC accounting firm confirming that the amounts set forth with respect to such companies in the preceding sentence have been paid in full. The China Joint Venture has not reduced or increased its registered capital.
Sample 1

Related to China Joint Venture

  • 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.

  • Not a Joint Venture Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for goods and services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of the State. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.

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

  • 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.

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • 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.

  • Investments; Joint Ventures Borrower 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: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

  • Joint Venture Agreement The shareholder entity designated by each ASEAN country shall negotiate and conclude, as soon as possible, a joint Venture Agreement acceptable to Malaysia and the Parties, for the setting up of an ASEAN Urea Project in Malaysia. Such joint Venture Agreement shall set out among others: The name and capital structure of the joint Venture company; Constitution of the Board of Directors of the joint Venture company: Protection of minority interests; Scope of the project and its financing.

  • 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.

  • 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.

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