Joint Venture Matters. Except as disclosed in the SEC Reports or in Schedule 3.25 hereto, to the knowledge of the Company and its Subsidiaries, since January 1, 1994 (or with respect to any Joint Venture (and only with respect to such Joint Venture), if later, the date on which the Company or any of its Subsidiaries first acquired an equity interest in such Joint Venture or any of the businesses conducted by such Joint Venture), none of the following has occurred that, individually or in the aggregate, has had, or would be reasonably likely to have, a Material Adverse Effect:
(a) the failure of any Joint Venture to comply with all applicable Laws and Regulatory Approvals in the conduct of its business;
(b) the failure of any Joint Venture to obtain and maintain in full force and effect all Regulatory Approvals necessary to conduct its business;
(c) the revocation, withdrawal, suspension or termination of, or any threatened or pending revocation, withdrawal, suspension or termination of, or the imposition of any material conditions with respect to, any Regulatory Approval necessary for any Joint Venture to conduct its business;
(d) the revocation, withdrawal, suspension or termination of, or any threatened or pending revocation, withdrawal, suspension or termination of, or the imposition of any material conditions with respect to, the participation by any Joint Venture in the federal Medicare program, any state Medicaid program, or any other third party payor program;
(e) the initiation of, or explicit threat of initiation of, any Proceeding by any Person, or the initiation of, or explicit threat of initiation of, any investigation by any Governmental Entity, against or affecting any Joint Venture, that may involve criminal liability or result in or involve criminal proceedings, that may affect the status of any Regulatory Approval maintained by such Joint Venture that is necessary for such Joint Venture to conduct its business, or that may affect the authority of such Joint Venture to participate in the federal Medicare program, any state Medicaid program or any other third party payor program;
(f) the institution of any judgment, decree, injunction, rule, stipulation or order against or applicable to any Joint Venture or against or applicable to any of its properties or businesses; or
(g) any other event or occurrence with respect to any Joint Venture that has had, or would be reasonably likely to have, a Material Adverse Effect.
Joint Venture Matters. 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
Joint Venture Matters. 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR Section 4.01. Organization........................................... 19
Joint Venture Matters. To the knowledge of the Company and its Subsidiaries, since August 4, 1999 (or with respect to any Joint Venture (and only with respect to such Joint Venture), if later, the date on which the Company or any of its Subsidiaries first acquired an equity interest in such Joint Venture or any of the businesses conducted by such Joint Venture), none of the following has occurred that, individually or in the aggregate, has had, or would be reasonably likely to have, a Material Adverse Effect:
(a) the failure of any Joint Venture to comply with all applicable Laws and Regulatory Approvals in the conduct of its business;
(b) the failure of any Joint Venture to obtain and maintain in full force and effect all Regulatory Approvals necessary to conduct its business;
(c) the revocation, withdrawal, suspension or termination of, or any threatened or pending revocation, withdrawal, suspension or termination of, or the imposition of any material conditions with respect to, any Regulatory Approval necessary for any Joint Venture to conduct its business;
(d) the initiation of, or explicit threat of initiation of, any Proceeding by any Person, or the initiation of, or explicit threat of initiation of, any investigation by any Governmental Entity, against or affecting any Joint Venture, that may involve criminal liability
Joint Venture Matters. The parties agree that the Buyer Indemnified Parties shall not be entitled to recover from the Seller or Parent for Losses incurred directly or indirectly by Gramercy Alumina LLC or St. Xxx Bauxite Ltd in excess of the Buyer Indemnified Party’s pro rata share of such Losses; provided, however, that the foregoing shall not limit Buyer Indemnified Parties from recovering from the Seller or Parent for any Losses actually incurred by Buyer Indemnified Parties; and provided, further, however, that the determination of the respective responsibilities of the Joint Venture partners shall be based on the terms of the Joint Venture as of the date of this Agreement. Buyer shall (x) use commercially reasonable efforts to seek reimbursement from Buyer’s Joint Venture partners for any Loss (or portion of Loss) incurred by Buyer in respect of a Joint Venture for which a Joint Venture partner is liable under the agreements governing such Joint Venture, and (y) reimburse Seller if Buyer recovers a payment from a Joint Venture partner in respect of a Loss relating to which Buyer previously received a payment from Seller pursuant to this Article VIII, such reimbursement to be in an amount equal to the excess of (I) the sum of the payment from the Joint Venture partner and the payment from the Seller over (II) the Loss in respect of which such payments were made.
