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.
Formation of Joint Venture. The parties hereby form a joint venture pursuant to the laws of the State of Texas, which shall be governed by this Agreement and the provisions of the Texas Business Organizations Code.
Formation of Joint Venture. The Venturers have formed the Venture for the limited purposes and scope set forth below and hereby amend, restate and incorporate the terms of all prior agreements between them.
Formation of Joint Venture. Effective as of the Earn-In Date, the Optionee and the Optionor will participate in a joint venture (the “Joint Venture”) by entering into a formal joint venture agreement (the “Joint Venture Agreement”) for the purpose of further exploration and development work on the Property and if warranted, the operation of one or more mines on the Property.
Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired its Initial Interest under Article 3 of this Agreement:
(a) the Optionee and the Optionor will be deemed to have formed a joint venture for the purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to:
(i) hold the Properties and the other assets of the Joint Venture,
(ii) explore the Properties for Minerals and, if feasible, develop a mine on the Properties,
(iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the Properties, and
(iv) carry out any other activity in connection with or incidental to any of the foregoing;
(b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based on the terms set forth in Schedule B, and each of them will negotiate in good faith and use every commercially reasonable effort to finalize, execute and deliver a formal agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable project;
(c) Expenditures, if any, in excess of those required to acquire the Initial Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 50% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Properties made in the name of Newco and shall have the Properties and O...
Formation of Joint Venture. In consideration of the promises and covenants recited herein together with other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree to form this Joint Venture upon the following terms and conditions:
Formation of Joint Venture. If the parties form a joint venture as contemplated by Section 5.02, then this Agreement shall terminate.
Formation of Joint Venture. 17 5.2 Initial Interests.......................................................18 5.3 Initial Expenditures....................................................18
Formation of Joint Venture. The parties agree to consider forming a joint venture at the end of the Initial Term for the operation of the Business, with the equity ownership, capitalization. and other terms to be mutually determined at that point, if the parties decide to form such joint venture. However, if at any time prior to the end of the Initial Term, SMOJ reasonably requests that the ongoing running royalty rate payable to PSI hereunder (as set forth in Section 4.2 below) be reduced from [*] percent ([*]%), then
(i) the parties shall meet to discuss an appropriate resolution, and PSI shall consider in good faith any such request by SMOJ; and (ii) in connection with such discussions, PSI will have the option to request that SMOJ form a joint !venture with PSI for the operation of the Business, with the terms, equity ownership, and capitalization to be determined at that point, and SMOJ shall consider on good faith any such request by PSI.
Formation of Joint Venture. 2.1 The parties hereto agree to form a joint venture, the purpose of which shall be to market and exploit the Computer Programs throughout the world, in accordance with the terms and conditions of this agreement.
2.2 Subject to Section 10 of this agreement, the term of the Joint Venture shall commence upon the execution of this agreement and continue until March 1, 2012.
2.3 Upon written notice given by the Partnership to Heartsoft not less than 60 days prior to the expiry of the term of the joint venture and any extensions thereto, the term of this agreement and the joint venture shall be extended for an additional ten (10) years upon the same terms and conditions as contained herein.
