Joint Venture Payment Sample Clauses

Joint Venture Payment. (i) The Parties acknowledge that, prior to the date hereof, the Seller and Xxxxxxx & Xxxxxxx or an affiliate thereof (collectively, “J&J”) have been engaged in discussions regarding the formation of a joint venture for wire coating (the “Joint Venture”). (ii) If the Closing occurs, and J&J pursues the Joint Venture with the Buyer after the Closing, the Buyer agrees to pay to the Seller one-third (1/3) of the JV Profits generated in the calendar month during which the Joint Venture is consummated and the thirty-five immediately succeeding calendar months (each such payment, a “JV Payment”). Each JV Payment shall be payable to the Seller no later than fifteen (15) days after the Buyer’s receipt of the Joint Venture’s annual financial statements for each fiscal year ended during the three applicable calendar years. (iii) If, prior to the Closing, the Seller (subject to the reasonable consent of Buyer) or if, subsequent to the Closing, the Seller (subject to the consent of Buyer which may be given or withheld at the Buyer’s discretion), concludes that J&J will not pursue the Joint Venture with the Buyer, the Seller may engage in discussions with J&J regarding the Joint Venture and may pursue the Joint Venture with J&J. The Buyer agrees that, subject to the aforesaid consent, the Seller may engage in such discussions with the Buyer’s involvement. If, as a result of such consent of Buyer and discussions between the Seller and J&J, the Seller and J&J enter into the Joint Venture prior to the first anniversary of the Closing Date, the Seller agrees that the Purchase Price shall be reduced by $1,000,000, as follows: each Post-Closing Payment shall be reduced by an amount equal to $333,333.33. (iv) Notwithstanding any of the foregoing in this §3(k), the Parties agree that the Joint Venture, whether it is entered into with the Buyer or the Seller, shall be on terms and conditions satisfactory to the Buyer, in its sole discretion, including, without limitation, the terms of the Joint Venture’s limited license to use the Licensed Technology.
Sample 1
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Related to Joint Venture Payment

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • No Joint Venture or Partnership Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. Nothing herein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Collateral other than that of secured party, mortgagee or lender.

  • 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.

  • 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.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

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