Joint Venture Arrangements Sample Clauses

Joint Venture Arrangements. (a) None of the Applicable Entities nor, to the Knowledge of the Seller, any other party to any of the Hiplex Technologies Agreements is in default under (nor does there exist any condition that, with notice or lapse of time or both, could cause such a default under) any of the Hiplex Technologies Agreements. (b) None of the Applicable Entities nor, to the Knowledge of the Seller, any other party to any of the KNM Crown Agreements is in default under (nor does there exist any condition that, with notice or lapse of time or both, could cause such a default under) any of the KNM Crown Agreements.
Sample 1
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Joint Venture Arrangements. Investment in Slocan-LP OSB Corp. ("Slocan"; formerly known as 600720 B.C. Ltd.) pursuant to the Shareholders Agreement among Slocan Forest Products Ltd., Louisiana-Pacific Canada Ltd. and Slocan, dated June 23, 2000 or otherwise.
Sample 1
Joint Venture Arrangements. The put and call and other change of control provisions contained in the Tek Agreements and the Kote Agreements shall have been waived by Nippon Steel Corporation with respect to the Merger, and there shall have been no changes to the Tek Agreements or the Kote Agreements or the relationships created thereby and the rights and benefits to ISC, its Subsidiaries and the Ventures under all such agreements shall be in full force and effect at the Effective Time;
Sample 1
Joint Venture Arrangements. The Investor Sellers shall:- (a) use reasonable endeavours to ensure that within 90 days of the Investor Sellers Closing Date the joint venture arrangements set out in the memorandum of understanding between the Company and Intertainment GMBH in the form attached at Schedule 8 (as may be amended with the prior written consent of the Investor Sellers and the Buyer) (the "Memorandum of Understanding") are concluded on the terms set out in the Memorandum of Understanding and to procure that, in accordance with the terms of the Memorandum of Understanding, the sum of $2,000,000 is paid by or on behalf of Intertainment GMBH to the Company for the rights set out in the Memorandum of Understanding and, upon receipt of such monies, the Company shall pay to the joint venture entity which is the subject of the Memorandum of Understanding ("JVCo"), by way of equity subscription, the sum of $1,500,000 to acquire such rights or interests in JVCo as are set out in the Memorandum of Understanding; or (b) (i) within 60 days of the Investor Sellers Closing Date pay to the Company $500,000 in consideration of which the Company will enter into a memorandum of understanding with the Investor Sellers or a party nominated by them (the "Investor Party") on terms substantially similar to the Memorandum of Understanding save that references to "Intertainment GMBH" shall be to the Investor Party, in clause 3(b)(i) the reference to $2,000,000 shall be to $500,000 and in clause 3(d)(i) the reference to $1,500,000 shall be to $1 save that such Memorandum of Understanding can be terminable at the Buyer's option (without any obligation to return the $500,000) in the event that the Investor Sellers fail to comply with their obligation in (ii) below; and (ii) procure that within 180 days of the Investor Sellers Closing Date that a partner or the Investor Sellers will provide equity financing, on terms reasonably acceptable to the Company to JVCo of at least $1,500,000. The Buyer will use reasonable endeavours to provide any reasonable assistance to the Investor Sellers to facilitate completion of such joint venture arrangements.
Sample 1
Joint Venture Arrangements. The parties shall following the date hereof negotiate with each other in good faith with respect to the arrangements that will apply to the Joint Venture, in particular, the contents of the documents set out below which the parties will be required to enter into (or agree in the case of the document referred to at clause 17.3) at Completion in relation to the Joint Venture (together, the "JOINT VENTURE DOCUMENTATION"). BP shall arrange for drafts of the Joint Venture Documentation to be provided to SEG within a reasonable time prior to 31 July 2005.
Sample 1
Joint Venture Arrangements 
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Related to Joint Venture Arrangements

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • 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.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • 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.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Brokerage Arrangements Neither of the Sellers has entered (directly or indirectly) into any Contract with any Person that would require the payment of a commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby for which Buyer would be responsible.

  • 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.

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

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