Joint Venture Entity Assets Sample Clauses

Joint Venture Entity Assets. Capital Proceeds for each Property held directly or indirectly by a Joint Venture Entity, shall be applied on a monthly basis as set forth in Section 9.4(a)(ii) of the applicable Operating Agreement or such other Formation Document that provides for the application of Capital Proceeds.
Sample 1
Joint Venture Entity Assets. Operating Cash Flow for each Property held directly or indirectly by a Joint Venture Entity, shall be applied on a monthly basis as follows: (a) First, to the applicable MARC Members in an amount equal to the difference between (x) the interest that would then be due on a hypothetical loan made by the MARC Members to the Property Owner on the applicable Closing Date in the original principal amount equal to the MARC Preference Amount (as set forth on Schedule 2.1) for the applicable Property at the MARC Rate or the Woodfield Rate, as the case may be and (y) except with respect to the Woodfield Property, the debt service payments (principal and interest) made by the Property Owner of such Property under the Existing Senior Loan with respect to such Property, if any. (b) Second, to the payment of accrued interest at the 8.5% or 12% rate as the case may be on any outstanding Covered Loans with respect to such Property pro rata to the lenders thereof or to the sole lender thereof, as applicable; (c) Third, to the payment of accrued interest at the 8.5% or 12% rate as the case may be on any TI/Cap Ex Loans with respect to such Property pro rata to each of the lenders thereof or to the sole lender thereof, as applicable; (d) Fourth, to the payment of interest accrued the 8.5% or 12% rate as the case may be on a Reposition Loan with respect to such Property pro rata to the lenders thereof or to the sole lender thereof, as applicable; (e) Fifth, pro rata to the Members of the applicable Joint Venture Entity in an amount sufficient to satisfy the amounts to be distributed pursuant to Section 9.4(a)(i)(1) of the Operating Agreement for such Joint Venture Entity; (f) Sixth, pro rata to the payment of principal on all TI/Cap Ex Loans, Reposition Loans and Covered Loans in the order in which such loans were made until repaid in full together with an amount, to the extent required, to provide the sole lender of any such TI/Cap Ex Loan, Reposition Loan or Covered Loan with its 15% internal rate of return; and (g) The balance, to the Members of the applicable Property Owner to be distributed as provided in the applicable Operating Agreement.
Sample 1
Joint Venture Entity Assets. Capital Proceeds for each Property held directly or indirectly by a Joint Venture Entity, shall be applied on a monthly basis as follows: (a) First, to the applicable MARC Members in an amount equal to the MARC Preference Amount (as set forth on Schedule 2.1) with respect to such Property. (b) Second, in an amount sufficient to fully satisfy all amounts due on any outstanding Covered Loans with respect to such Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal; (c) Third, in an amount sufficient to fully satisfy all amounts due on any TI/Cap Ex Loans with respect to such Property pro rata to each of the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal; (d) Fourth, in an amount sufficient to fully satisfy all amounts due on a Reposition Loan with respect to such Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal; and (e) The balance to the Joint Venture Entity to be distributed as provided in the applicable Operating Agreement.
Sample 1
Joint Venture Entity Assets. Operating Cash Flow for each Property held directly or indirectly by a Joint Venture Entity, shall be applied on a monthly basis as set forth in Section 9.4(a)(i) of the applicable Operating Agreement or such other Formation Document that provides for the application of Operating Cash Flow.
Sample 1

Related to Joint Venture Entity Assets

  • 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.

  • 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.

  • Investments; Joint Ventures Each 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) to finance the purchase of capital stock of Company and (b) in an aggregate principal amount not to exceed $5,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Company and its Subsidiaries may make and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.7(v); (iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (v) Company and its Subsidiaries may make and own Investments in special-purpose entities established to purchase accounts receivable from Company or any of its Subsidiaries pursuant to an Accounts Receivable Facility; and 113 (vi) Company and its Subsidiaries may make and own Investments (collectively, "Unrestricted Investments") in addition to those permitted under clauses (i) through (v) above, including Investments in Restricted Acquisition Subsidiaries and in Unrestricted Subsidiaries, as follows: (a) Unrestricted Investments in an aggregate amount not to exceed at any time (1) $50,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $100,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to the Unrestricted Investments permitted under the preceding clause (a), provided that after giving effect to any such additional Unrestricted Investment pursuant to this clause (b) the Available Amount Usage shall not exceed the Available Amount.

  • No Unconsolidated Entities There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity or the availability of or requirements for its capital resources required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.

  • 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.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Joint Venture, Consortium or Association 6.1 If the Supplier is a joint venture, consortium, or association, all of the parties shall be jointly and severally liable to the Procuring Entity for the fulfilment of the provisions of the Contract and shall designate one member of the joint venture, consortium, or association to act as a leader with authority to bind the joint venture, consortium, or association. The composition or the constitution of the joint venture, consortium, or association shall not be altered without the prior written consent of the Procuring Entity.

  • 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.

  • 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.