Formation of a Joint Venture Sample Clauses

Formation of a Joint Venture. With the signing of this Agreement, the Parties have signified their agreement to the formation of a Joint Venture under the laws of Republic of Malawi. Implementation of the formalities for merging is the responsibility of TFP.
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Formation of a Joint Venture. JTA and ATM (sometimes hereinafter referred to as the "JOINT VENTURE PARTNERS" or "PARTIES") hereby agree to form a joint venture to be known as XxxxXxxxxXxxxx.xxx (the "JOINT Venture"). The type and nature of the entity to be formed by the Parties in order to facilitate the operation of the business of the Joint Venture (the "JOINT VENTURE ENTITY") and the country or state of the formation of the Joint Venture Entity will be determined by ATM, with JTA's approval (which shall not be unreasonably withheld).
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Formation of a Joint Venture. 7.1 Upon Yukon exercising the Earn-In Option and earning a 75% Participating Interest in the Property by satisfying the conditions described hereinbefore (the “Earn-In Completion Date”) and unless Virginia notifies Yukon that it will be exercising its Additional Option to sell an additional 25% undivided Participating Interest in the Property, Yukon and Virginia agree to form and participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development work on the Property and if warranted, the Operation of one or more mines thereon. 7.2 The interests of the Parties pursuant to the Joint Venture in the Claims shall be: Yukon:
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Formation of a Joint Venture. Prior to exercise of the Option or, if applicable, the Additional Options described in paragraph 4, AMERA and GIX will incorporate, for each Property in which it acquires an interest, a holding company in the British Virgin Islands (hereinafter called “Holdco”) owned by AMERA and GIX in proportion to their respective interests in the Properties, and cause Holdco to incorporate a subsidiary in Peru (a “Peruco”). Upon AMERA earning its fifty-one (51%) (or, if applicable, its sixty-one or seventy percent (61% or 70%) interest in a Property, GIX will transfer the Property to a Peruco and AMERA and GIX will associate themselves as a single purpose joint venture through Holdco (a “Joint Venture”) for the purposes of continuing exploration and development on the Property with a view to placing the Property or a portion thereof into commercial production. In order to maintain its interest in Holdco, each party shall contribute to work programs in proportion to its interest in Holdco. If a party elects not to contribute to a budget, its shareholdings in Holdco shall be reduced, such that a party’s interests at any time, shall be calculated by dividing the subject party’s deemed and actual contributions by the deemed and actual contributions of the other party and multiplying the resulting number by 100. If at any time a party’s interest in Holdco is reduced below ten percent (10%), it shall be deemed to have conveyed its interest in Holdco to the other party in consideration of the right to receive a royalty equal to ten percent (10%) of Net Profits (NPI) or two percent (2%) of Net Smelter Returns (NSR), and it shall cease to hold any interest in Holdco. The other party will always have the right to purchase one-half of the royalty for US $1,000,000. The party receiving the royalty shall elect at its sole discretion between the NPI or NSR as soon as its interest in Holdco ceases to be at least ten percent (10%). AMERA and GIX will negotiate in good faith and agree upon the form of agreement (the “Joint Venture Agreement” or “JVA”) governing each Joint Venture. Each Joint Venture Agreement shall be substantially in the form of Joint Venture Agreement published by the Continuing Legal Education Society of British Columbia in 1999 as part of its mining law materials and contain, among other things: (i) standard representations and warranties on the part of each of the parties, that are commercially reasonable in the circumstances; (ii) provisions as to restrictions on...
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Formation of a Joint Venture. Should Black Range complete due diligence to its satisfaction the two parties shall form a joint venture to conduct further exploration and to develop the Projects.
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Formation of a Joint Venture. In order to commercialize any Development Compound or Licensed Product in the Joint Territory, the JMT shall establish a separate JV for such commercialization of each Development Compound or Licensed Product (different dosages, routes of administration and indications of the same Compound shall be deemed a single Development Compound or Licensed Product). The Parties hereby agree that the JVs shall be established to the principles set forth in Exhibit F not later than the commencement of Phase 3 Clinical Trial for the each Development Compound. Sanofi-Synthelabo shall be the Controlling Party (as defined in Exhibit F) of the first (to be established) JV, and Cephalon shall be the Controlling Party of the second JV. Thereafter, the Controlling Party shall alternate between Sanofi-Synthelabo and Cephalon.
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Formation of a Joint Venture. JOGMEC and Almaden hereby agree to form the Exploration JV with the following scope and purposes: (a) undertaking exploration for Minerals located within the Area of Interest and creating and/or acquiring mining concessions and tenements within the Area of Interest and, without limiting the foregoing, to: (i) acquire Joint Venture Property and conduct exploration activities thereon by implementing Exploration Programs; (ii) acquire and explore Joint Venture Property contributed by Almaden, including (subject to Section 13) the Santa Isabela Property, and conduct exploration activities thereon by implementing Exploration Programs in respect thereof; pursuant to which JOGMEC as set out herein is to contribute United States One Million (US$1,000,000) of the Exploration Expenditures incurred and thereby earn the JOGMEC Earned Interest; (a) subject to JOGMEC acquiring the JOGMEC Earned Interest, undertake further exploration and development activities in any Designated Property pursuant to a separate joint venture or a JV Company, established pursuant to the terms of this LOI or the JVA or the JVSA, as the case may be; (b) subject to JOGMEC fulfilling the funding requirements set out in Section 13, undertake further exploration and development activities in respect of the Santa Isabela Property.
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Formation of a Joint Venture. On 28 June 2012, SPDPL has entered into a JV Agreement with CIPL and KLRPL for the purpose of owning and developing the Land. The joint venture is represented through the JVC, which is owned as to 30% by SPDPL, 40% as to CIPL and as to 30% by KLRPL. Mr. Xxx is a director of SingXpress Kaylim Pte Ltd, an indirect 80% owned subsidiary of SingXpress. The remaining 20% of SingXpress Kaylim Pte Ltd is held by Xxx Xxx. Mr. Xxx (together with his associate) has beneficially interest in Xxx Xxx and thus a connected person of the Company under the Listing Rules. The entering into the JV Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and therefore is subject to the independent shareholders’ approval requirement, announcement and reporting requirements under the Listing Rules. Written approval of the execution and performance of the JV Agreement, the transactions thereby contemplated and the Possible Economic Transfer was on 28 June 2012 obtained from the Closely Allied Group of Shareholders who together holding approximately 70.45% of the current issued share capital of the Company. As no shareholders of the Company are required to abstain from voting at a general meeting to approve the JV Agreement and the transactions thereby contemplated, the written approval of the Closely Allied Group of Shareholders has been accepted under the Listing Rules in lieu of a majority vote at a general meeting of the Company to approve the JV Agreement, the transactions thereby contemplated and the Possible Economic Transfer. A circular containing, among others things, details of the JV Agreement and other disclosure requirements under the Listing Rules will be dispatched to the Shareholders on or before 31 August 2012. Further to the announcement made on 11 May 2012 in relation to the joint tender for the land parcel at Tampines Central 0/Xxxxxxxx Xxxxxx 0/Xxxxxxxx Xxxxxx 0, the Board is pleased to announce that on 28 June 2012, SPDPL has entered into a JV Agreement with CIPL and KLRPL for the purpose of owning and developing the Land. The joint venture is represented through the JVC, which is owned as to 30% by SPDPL, 40% as to CIPL and as to 30% by KLRPL. Date: 28 June 2012 Parties: (1) SPDPL;
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Formation of a Joint Venture. In the event that $750,000 U.S. is deposited in the Trust Account and either (a) such amount is spent or committed to be expended within the time limits set forth in Section 5 or (b) such amount is not spent within forty-five (45) weeks of the date that funds are first deposited in the Trust Account because expenditure of such funds is not required under the provisions of Section 5, then Arngre and Xxxxxx (or entities controlled by them) shall enter into a joint venture with respect to the Project based on the Rocky Mountain Mineral Law Foundation's Form 5 (Model Mining Joint Venture Agreement) (the "Form 5 Joint Venture" and "Form 5") or, if formation of the Form 5 Joint Venture is impossible under applicable law, Arngre and Xxxxxx shall enter into another legal arrangement structured so that it has business and economic consequences approximating as closely as possible those that would exist under the Form 5 Joint Venture. The Form 5 Joint Venture shall contain the provisions and modifications set forth below. All capitalized terms not otherwise defined herein shall have the meanings given them in Form 5. a. If the Project is not owned or controlled by Polo Y Xxx Minerales S.A. de C.V. ("Polo Y Xxx") the parties shall have the following initial Participating Interests in the Form 5 Joint Venture: Arngre 80% Xxxxxx 20% b. If Project is owned or controlled by Polo Y Xxx the parties shall have the following initial Participating Interests in the Form 5 Joint Venture: Polo Y Xxx 25% Arngre 60% Xxxxxx 15% c. No party shall make any representations and warranties regarding the Properties.
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Related to Formation of a 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.

  • 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.

  • 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.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • 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 Partnership, Agency or Joint Venture This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

  • 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.

  • FORMATION OF ASSOCIATION The Promoter shall, in accordance with Applicable Laws, call upon the respective apartment/unit owners to form an association (“ASSOCIATION”), and it shall be incumbent upon the Allottee to join the Association as a member and for this purpose also from time to time sign and execute the application for registration and/or membership and the other papers and documents necessary for the same. The Allottee shall pay the necessary subscription and/or membership amounts, together with the proportionate costs and expenses for (i) formation of the Association, and (ii) transfer of the Common Areas to the Association, including but not limited to stamp duty and registration costs, if any. The Allottee hereby authorizes the Promoter to take all necessary steps in this connection on his/her/their/its behalf, and further the Allottee agrees to comply with and/or adhere to all the Applicable Laws and all the rules, regulations, guidelines, etc. formulated from time to time by the Association. Upon formation of the Association, the Promoter shall hand over the Common Areas, Amenities and Facilities together with the relevant documents and plans pertaining thereto, to the Association within such time period and in such manner as prescribed under Applicable Laws (hereinafter referred to as the “Handover Date”). Save as provided herein, on and from the Handover Date, the Association shall, inter alia, become liable and responsible for the compliance, subsistence and renewal of all licenses, insurances, annual maintenance contracts and other contracts, guarantees, warranties, obligations etc., as may from time to time have been procured/obtained/entered into by the Promoter and the Association shall be responsible for proper safety and maintenance of the Project and of upkeep of all fixtures, equipment and machinery provided by the Promoter, and the Promoter shall upon such hand over stand automatically discharged of any liability and/or responsibility in respect thereof and the Allottee and the Association shall keep each of the Owners and the Promoter fully saved, harmless and indemnified in respect thereof.

  • 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 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.

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