Joint Venture Assets Clause Samples
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Joint Venture Assets. Golden Eagle or its subsidiaries and affiliates will receive a 40% interest in the Joint Venture in exchange for the Joint Venture Assets contributed by Golden Eagle or its subsidiaries to the Bolivian Joint Venture Entity to be owned by the Joint Venture. PDM or its subsidiaries or affiliates will receive a 60% interest in the Joint Venture in exchange for the Purchase Price. As additional consideration, PDM or its subsidiaries and affiliates will pay the first US$5,000,000.00 of costs and expenses incurred by the Joint Venture in respect of the exploration or exploitation of the Joint Venture Assets (the “Free Carry Amount”); provided, that PDM and its subsidiaries and affiliates shall have no obligation to incur any costs or expenses in respect of the exploration or exploitation of the Joint Venture Assets. Once PDM or its subsidiaries and affiliates have expended the Free Carry Amount, any additional amounts will be paid by PDM and its subsidiaries and affiliates and Golden Eagle and its subsidiaries and affiliates, as applicable, in proportion to its respective percentage ownership in the Joint Venture. Failure by PDM or its subsidiaries and affiliates, or Golden Eagle or its subsidiaries or affiliates, as applicable, to make its respective proportionate capital contributions will result in proportionate dilution of its percentage interest in the Joint Venture. In the event that the percentage interest of PDM and its subsidiaries and affiliates or Golden Eagle and its subsidiaries and affiliates, as applicable, in the Joint Venture falls below 20%, the interest of PDM and its subsidiaries and affiliates or Golden Eagle and its subsidiaries and affiliates, as applicable, in the Joint Venture automatically will convert into a ten percent net profits interest only.
Joint Venture Assets. Global shall assign to Purchaser, and Purchaser will purchase and accept, all of Global’s right, title, benefit and interest in the Joint Venture Assets pursuant to the Assumption Agreement; and
Joint Venture Assets. Sellers (or any of them) will contribute the Joint Venture Assets to the Bolivian Joint Venture Entity to be held by the Joint Venture in exchange for its or their 40% ownership interest in the Joint Venture.
Joint Venture Assets. The parties agree that:
(a) in lieu of acquiring Seller's interest in the Joint Venture Agreements, Buyer, at its option, may purchase at the Closing all of the assets of each underlying joint venture for the purchase prices set forth on Schedule 2.9 and upon such other terms and conditions mutually satisfactory to the parties thereto; and
(b) in such event, the Joint Venture Agreements shall be excluded from the Purchased Assets and Assumed Other Contracts, and the Purchase Price shall be adjusted downward as set forth on Schedule 2.9.
Joint Venture Assets. To the Knowledge of PPC and Seller, neither of the Joint Ventures uses, possesses, has control over or has any claim or right to any assets or properties, real or personal, tangible or intangible, which are necessary or useful to the conduct of its business as now conducted or as proposed to be conducted which are owned by, controlled by, or titled in the name of Seller, either alone or together with any other person.
Joint Venture Assets. The Seller is current on all payments due by the Seller to the Joint Venture and the Joint Venture is current on all payments due by the Joint Venture, except as set forth in Section 3.17 of the Disclosure Statement. All of the Joint Venture Assets are listed in Section 3.17 of the Disclosure Statement.
Joint Venture Assets