Joint Venture Interests Clause Samples

Joint Venture Interests. (a) Schedule 3.23 sets forth a true and correct list of all of the interests of the Joint Venture Parent Companies in the Joint Ventures. Schedule 3.23 also sets forth the jurisdiction in which each of the Joint Ventures is incorporated or organized. Each of the Joint Ventures is duly licensed or qualified to do business in each jurisdiction in which the ownership of its Properties or the conduct of its business requires such licensing or qualification, except where the failure to be so licensed or qualified would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth in the Joint Venture Agreements or on Schedule 3.23, no other class of equity securities, preferred stock, bonds, debentures, notes, other evidences of indebtedness for borrowed money or other securities of any kind of any of the Joint Ventures is authorized, issued or outstanding. The equity interests in the Joint Ventures held by the Subsidiaries of the Company that hold such interests have been duly authorized, validly issued and fully paid. As of the date of this Agreement, the equity interests in the Joint Ventures held by the Subsidiaries of the Company that hold such interests are held free and clear of any Lien. (c) The Joint Ventures have not issued any securities in violation of any preemptive or similar rights. Except as set forth in the Joint Venture Agreements, there are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) to purchase or otherwise receive, nor are there any securities or instruments of any kind convertible into or exchangeable for, any capital stock (including outstanding, authorized but unissued, unauthorized, treasury or other shares thereof) or other equity interest or evidence of indebtedness for borrowed money of any of the Joint Ventures. Except as set forth in the Joint Venture Agreements, neither the Company nor any of the Subsidiaries holding an equity interest in a Joint Venture is a party to any agreement with a third party (other than the Company or another Subsidiary of the Company) which places any restriction upon, or which creates any voting trust, proxy, or other agreement or understanding with respect to, the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on the equity interests in the Joint Ventures held by the Subsidiaries o...

Joint Venture Interests. Buyer acknowledges that the Properties identified on Exhibit M attached hereto are owned by entities (each a "Joint Venture") in which a Transferor and an unrelated third party (each, a "Third Party" and collectively, the "Third Parties") own the beneficial interests. If the consent or waiver of applicable Third Parties is not required for a Transferor to sell or exchange a Property owned by a Joint Venture, then Transferors shall cause the Property to be sold or exchanged by such Joint Venture to Buyer. With respect to each Joint Venture where the consent or waiver of a Third Party is required, Transferors shall, at Transferors' election made in Transferors' sole discretion, attempt to either (i) obtain the consent of the applicable Third Party to cause the Joint Venture to sell or exchange the applicable Property to Buyer, or (ii) acquire the Third Party's interest in the Joint Venture prior to or concurrent with the closing hereunder, to the extent such purchase is permitted under the terms of the applicable Joint Venture's operative agreement (or consented to by the Third Party) and thereafter cause the Joint Venture to sell or exchange the applicable Property to Buyer. Transferors shall not be required to expend any amounts to obtain the consent of any Third Party pursuant to clause (i), but Transferors shall be required to expend up to (but not more than) the net amount of the applicable Third Party's proportionate share of the Allocated Price of the applicable Property based on such Third Party's interest in the Joint Venture in order to acquire such Third Party's interest pursuant to clause (ii) above. If Transferors are unable to obtain a required consent or waiver from a Third Party to a sale of the Property or acquire the Third Party's interest in such Joint Venture (after agreeing to expend the amount set forth above), then this Agreement shall be terminated with respect to the affected Property, in which event such Property shall be treated as a Deleted Property.

Joint Venture Interests. Upon execution of this Agreement, the Parties shall each own the following interests in the Joint Venture: a. REACH Genetics, Inc. 51.0% b. Ohana Agricultural Resources, LLC 24.5% ▇. ▇▇▇▇▇▇, LLC 24.5% 3.

Joint Venture Interests. (a) Seller's Joint Venture Interests being transferred hereby are equal to eighty percent (80%) of the ownership interests in CMSS. Such Joint Venture Interests are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except for the owners of membership interests in CMSS identified by Seller to Purchaser, there are no other owners of interests in CMSS. The Joint Venture Interests have not been issued in violation of, and are not subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any provision of applicable law, rulings, orders, contract, agreement or instrument to which CMSS or Seller is subject, bound, a party or otherwise. There are no outstanding warrants, options, rights, "phantom" membership rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which CMSS or Seller is or may become obligated to issue, sell, purchase, return or redeem any membership interests or other interests of CMSS. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which members of CMSS may vote. (b) Upon Seller's receipt of the purchase price described in Section 2.2, good and valid title to the Joint Venture Interests shall pass to Purchaser, free and clear of any liens, claims encumbrances, security interests, options, charges and restrictions of any kind. Other than this Agreement, the Member Agreement and the Operating Agreement, the Joint Venture Interests will not be, as of the Closing, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the Joint Venture Interest.

Joint Venture Interests. CPFC presently holds the rights to 68.5% of the joint venture interests in Green Food; upon the approval by the appropriate governmental authorities of CPEL's transfer and assignment of such Green Food joint venture interests to CPFC, CPFC will have full, complete, and absolute title to 68.5% of the issued and outstanding Joint Venture interests, free of any liens, encumbrances, or agreements of any kind, except the Green Food joint venture contract and the Articles of Association for Green Food.

Joint Venture Interests. Upon formation of the Joint Venture, Quincy and Seabridge in accordance with their respective Interests will thereafter share all expenditures and obligations relating to the Property in accordance with their respective interests, all as set out in the Joint Venture Agreement.

Joint Venture Interests. As of the Execution Date of this Agreement, Sierra and AJA Mining are deemed to have the following Joint Venture Interests Sierra Madre Mining, Inc. 20% ownership interest AJA & Gold Basin 80% ownership interest

Joint Venture Interests. Upon formation of the Joint Venture, Romarco and Seabridge in accordance with their respective Interests will thereafter share all expenditures and obligations relating to the Property in accordance with their respective interests, all as set out in the Joint Venture Agreement.

Joint Venture Interests. 3.6.1. Upon completing the restructuring of a Joint Venture, the Vendor shall, provided the Vendor is under no contractual restrictions or confidentiality obligations, deliver to the Purchaser a copy of the execution version of the restructuring agreements as soon as practicable. 3.6.2. With respect to either Joint Venture, if any Joint Venture Interests are assigned or licensed to the Vendor pursuant to the restructuring of a Joint Venture after Completion, the Vendor shall transfer such Joint Venture Interest, to the extent possible, to the Purchaser for no additional consideration.