DETAILS OF THE JOINT VENTURE Sample Clauses

DETAILS OF THE JOINT VENTURE. 2.1 Background information of the Joint Venture
Sample 1
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DETAILS OF THE JOINT VENTURE. Pursuant to the JVA, the JV Parties have agreed that the initial paid-up capital of TCSB shall be RM1,325,000 divided into 1,325,000 ordinary shares of RM1.00 each in TCSB ("TCSB Shares") ("Initial Capital"). Pursuant thereto, ROJV and Regal shall subscribe for TCSB Shares in the following proportion ("Shareholding Proportion"): ROJV 675,750(1) 51 Regal 649,250(2) 49 Notes: (1) To be satisfied fully in cash which will be funded through internal generated funds and/ or borrowings. (2) To be satisfied through the following:- • RM150,000 in cash; and • RM499,249 in value of assets transferred in-kind as set out in the JVA. The share capital of TCSB shall be increased in accordance with the JVA provided that all increases in share capital shall be based on the Shareholding Proportion in TCSB.
Sample 1
DETAILS OF THE JOINT VENTURE. 2.1 Salient terms of the JVA 2.1.1 JTSB and Finbond have that JFHM shall principally be engaged in the business of dealing and leasing in heavy machinery, trucks, tractors, bulldozers, excavators and all other kinds of equipment and description for commercial, industrial or business use (“Business”)and such other business activities as may be determined by the directors of JFHM from time to time. 2.1.2 The parties agree that JFHM’s issued and paid-up share capital shall be increased to RM100,000-00 comprising 100,000 ordinary shares in JFHM (“Shares”), the breakdown of which shall be as follows: 2.1.3 JTSB and Finbond shall exercise its respective rights hereunder and as the shareholders to ensure that JFHM: (i) performs and complies with the provisions of the JVA and the provisions contained in its constitution; (ii) adopts and implements proper and prudent corporate governance practices and procedures; (iii) conducts the Business in accordance with sound and good business practice and the highest ethical standards; and (iv) maintains proper and complete books, records and accounts and prepare financial statements in accordance with the relevant laws and applicable approved accounting standards in Malaysia. 2.1.4 The shareholders shall procure that at any one time, unless otherwise expressly agreed by the shareholders: (i) the number of directors of JFHM shall be no more than four (4); (ii) there shall not be any shareholding qualifications for the directors of JFHM; and (iii) JTSB shall be entitled to appoint the Chairman of the board of directors of JFHM with a right of a casting vote. 2.1.5 For purposes of the Business, JFHM will be entering into contracts of the following nature (collectively, “Customer Contract(s)”) with its customers (“Customers”): (i) contracts for the purchase of the heavy equipment by the Customers; (ii) contracts for the rental of the heavy equipment by the Customers; (iii) contracts for the rental (with an option to purchase) of the heavy equipment by the Customers. The Parties agree that Finbond shall use its best efforts to review the Customer Contract(s) and supply the heavy equipment to JFHM to enable JFHM to fulfil the Customer’s Contract(s). 2.1.6 The managing director of JFHM shall be nominated / jointly nominated by JTSB and Finbond. 2.1.7 Save and except as otherwise agreed between the JTSB and Finbond in writing or where any change in the agreed proportions is permitted under JVA, the respective shareholding of the Sh...
Sample 1
DETAILS OF THE JOINT VENTURE. 2.1 The SHA
Sample 1
DETAILS OF THE JOINT VENTURE. 3.1 Salient Terms of the JVA i. The particulars of BMSEA upon the establishment are as follows:- Company Name Xxxxx Xxxxx South East Asia Pte Ltd Issued and paid-up capital S$10.00 divided into 10 ordinary shares of S$1 each Equity proportion AWPL 70% : BM 30% The Board of Directors of BMSEA shall consist of a minimum of three (3) members, of which two (2) directors (including a managing director) to be nominated by AWPL and one (1) director to be nominated by BM. ii. The issued and paid-up capital of BMSEA shall subsequently be increased from S$10.00 to an amount equivalent to US$300,000 by way of subscription of new ordinary shares in cash in the agreed equity proportion as follows:- AWPL 70% BM 30% Total: 100% iii. In the event that BMSEA requires further finance for its operation, such finance shall be provided in the manner as prescribed in the JVA as follows:- a. by way of loans from AWPL and BM in accordance with the agreed proportion of AWPL 70% : BM 30% subject to a maximum aggregate amount of US$2,000,000; and/or b. by way of subscription of shares in cash by AWPL and BM in the agreed equity proportion of AWPL 70% : BM 30% subject to a maximum enlarged issued and paid-up capital of BMSEA of an amount equivalent to US$500,000. iv. The loans from AWPL and BM to BMSEA, if any, shall bear an agreed interest rate (as permitted by the applicable law of Singapore) payable in the manner as prescribed in the JVA. v. BM has the right to exercise an option to purchase the shares held by AWPL in BMSEA under the JVA in the manner as prescribed therein. vi. Pursuant to the JVA, BM and BMSEA have entered into a Franchise Agreement to grant BMSEA the right and licence to carry out the JV business, and to use the proprietary marks under the trade name “Xxxxx Xxxxx” in connection with such business. However, the right to carry on e-commerce activities under the trade name “Xxxxx Xxxxx” worldwide remains with BM. BMSEA may only involve in the relevant e-commerce activity with the consent being obtained from BM in the manner as prescribed in the JVA. 3.2 AWPL will finance its share of equity investment in BMSEA by way of internally generated funds. 3.3 There are no liabilities, including contingent liability and encumbrances, to be assumed by AWPL arising from the joint venture.
Sample 1
DETAILS OF THE JOINT VENTURE. 3.1 BASB is a private company incorporated in Malaysia under the Companies Act, 1965 (“the Act”) on 20 September 2011 with an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1.00 each, all of which have been issued and fully paid-up. The principal activity of BASB is property development. 3.2 Pursuant to the SA, BLSB and MSB have subscribed for 50,998 and 49,000 ordinary shares of RM1.00 each respectively in BASB at its par value. The resulting respective shareholdings of BLSB and MSB in BASB are as follows: BLSB 51,000 51% MSB 49,000 49% 3.3 Salient terms of the SA 3.3.1 The paid-up share capital of BASB shall be increased to a maximum of 5,000,000 ordinary shares of RM1.00 each and BLSB and MSB shall subscribe for such number of shares in proportion to their respective shareholdings in BASB. If either of the shareholders fails to or evinces an intention not to subscribe for in full or for any part of any shares, they shall provide for BASB’s resulting shortfall in funding by the provision of a shareholder’s loan or advance to BASB. 3.3.2 BLSB and MSB shall be entitled to nominate and appoint three (3) and two
Sample 1
DETAILS OF THE JOINT VENTURE. 2.1.1 VMSB is a mining contractor operating and managing mining concessions in Malaysia and has procured the rights from AM Nusa Sdn. Bhd. (Company No.: 718742-A) (“ANSB” or “the Mine Owner”) to carry out the Joint Venture Activities pursuant to the Mining Concessions (defined hereafter) vide a Mining Agreement (‘Perjanjian Melombong’) dated 1 June 2014 (“the Mining Agreement”). Under the Mining Agreement, the Mine Owner shall be entitled to a thirty per centum (30%) payment from the value of the Products derived from the Land. 2.1.2 VMSB and LPR (collectively defined as “the Parties”) have entered into an agreement to undertake the Joint Venture Activities. 2.1.3 LPR and VMSB agree the ratio of profit sharing of 60% and 40% respectively. 2.1.4 LPR shall invest a total sum of Ringgit Malaysia Five Million Five Hundred Thousand (RM5,500,000.00) only in cash in the following manner :- a) Upon execution of the JVA, LPR shall pay a sum of Ringgit Malaysia Three Million Five Hundred Thousand (RM3,500,000.00) whereby Ringgit Malaysia One Million (RM1,000,000.00) only, to be constituted as working capital and and initial capital outlay (“Working Capital”), and shall be deposited into the account of JVC. The remaining Ringgit Malaysia Two Million Five Hundred Thousand (RM2,500,000.00) only (”Deposit”) shall constitute payment for mobilisation costs to the Mine Owner or its nominee. The Parties irrevocably appointed Xxxxxx XXXX & CHUA Advocates & Solicitors , of Lots 5.02 - 5.04, 5th Floor, Wisma Cosway, Xxxxx Xxxx Xxxxxx, 00000 Xxxxx Xxxxxx (“the Stakeholder”), to act as the stakeholder for the Deposit, and who shall hereby be authorised to release the Deposit or any part thereof to the Mine Owner or its nominee upon receipt of instruction in writing signed by the joint authorised signatories of the Parties hereto. For the purpose of this Clause, the joint authorised signatories of the Parties shall, subject to any changes which shall be informed in writing to the Stakeholder, be as follows: (i) For LPR: LIM SEE CHEA (NRIC No: 000000-00-0000), Director of LPR (ii) For VMSB: CHEE SAN FU (NRIC No: 840111-02-5481), Director of VMSB b) Within three months from the date of the JVA, LPR shall pay a further sum of Ringgit Malaysia Two Million (RM2,0000,000.00) only into the account of JVC as additional working capital and for further expansion of the production capacity in connection with the Joint Venture Activities (“Additional Working Capital”). c) The Parties agree t...
Sample 1
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DETAILS OF THE JOINT VENTURE 
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Related to DETAILS OF THE JOINT VENTURE

  • 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.

  • 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.

  • 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.

  • 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.

  • 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, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • 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.

  • 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.

  • Joint Venture, Consortium or Association 6.1 If the Supplier is a joint venture, consortium, or association, all of the parties shall be jointly and severally liable to the Procuring Entity for the fulfilment of the provisions of the Contract and shall designate one member of the joint venture, consortium, or association to act as a leader with authority to bind the joint venture, consortium, or association. The composition or the constitution of the joint venture, consortium, or association shall not be altered without the prior written consent of the Procuring Entity.

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