Formation of Venture. The Venturers hereby enter into and form the Venture as a joint venture for the limited purposes and scope set forth herein. The rights and obligations of the Venturers and the status, administration and termination of the Venture shall be governed by the laws of the State of Georgia. The Venture is being formed for the sole purpose of acquiring, owning, developing, operating and eventually selling the Properties.
Formation of Venture. The Manager and the Members hereby form a limited liability company pursuant to the provisions of the Act, and the rights and liabilities of the Members shall be as provided in the Act except as herein otherwise expressly provided.
Formation of Venture. On June 9, 2004, Constellation formed Venture under the name “Triple Wines, LLC,” a Delaware limited liability company. On the date hereof, Venture is a wholly-owned indirect subsidiary of Constellation, and a wholly-owned direct subsidiary of Franciscan. Venture shall not, and Constellation shall cause Venture not to, conduct any business or incur any indebtedness or other liabilities prior to the Closing Date, except as otherwise approved by each party as set forth in Section 3.8.
Formation of Venture. The Venturers hereby join in and form a joint venture (herein referred to as the "Venture") to operate and develop the Project.
Formation of Venture. The Venture will be organized as a limited -------------------- liability company under the laws of the State of California. The parties intend that the terms of the limited liability company be sufficient to qualify to be taxed as if the Venture were a partnership. Consequently, the Venture will have limited transferability of interests (as described below) and a limited life (terminating on the 50th anniversary of its organization).
Formation of Venture. The Venture will be organized as a limited -------------------- liability company or a joint stock corporation, as shall be mutually determined by the parties, under the laws of South Korea.
Formation of Venture. The Company and ConAm, or their respective affiliates, shall enter into a Venture in the form of and pursuant to a joint venture, partnership, limited liability company or other legally recognized entity formation agreement, the legal form of which entity shall be agreed upon by the parties (the "Governing Agreement") for the acquisition, development, renovation and management of the Redevelopment Project. Each Governing Agreement shall contain such terms as may be agreed upon by the parties; provided, however, the following terms contained in this Article V shall be included in each Governing Agreement:
Formation of Venture. The parties shall form a Venture for exploration and, if approved by the Operating Committee, mining, of the Venture Property. The initial participating interests of the parties in the Venture as of the Commencement Date shall be as follows: NEWCREST 51.00% MAINC 49.00%
Formation of Venture. CLOSING; RELATED TRANSACTIONS 36 Section 2.1 Formation of Company 36 Section 2.2 Transactions Prior to the Closing 36 Section 2.3 Time and Place of the Closing 39 Section 2.4 Deliveries and Other Actions at the Closing 39 Section 2.5 Contributions on Self-Clearing Dates 41 Section 2.6 Delayed Contribution Businesses 43 Section 2.7 Delayed Distribution Businesses 46 Section 2.8 Membership Interests 48 Section 2.9 Exclusions from Contributions 49 Section 2.10 Post-Closing Adjustments 49 Section 2.11 Self-Clearing Balance Sheets 52 Section 2.12 Final Post-Closing Purchase Price Adjustment 54
Formation of Venture. Fund IX and Fund X have previously formed -------------------- the Joint Venture on March 20, 1997, pursuant to the terms of the Original Agreement and for the limited purposes and scope set forth therein and herein. The rights and obligations of the Venturers and the status, administration and termination of the Venture shall be governed by the laws of the State of Georgia. The Venture is being formed for the sole purpose of acquiring, owning, developing, operating and eventually selling the Properties.
