Joint Venture Projects. In the case of a Subsequent Project that is only partially owned by the relevant Project Owner, (a) Administrative Agent on behalf of the Banks shall have received all joint venture, joint tenancy, joint operating or other documents relating to the joint ownership, operation or governance of such Subsequent Project (collectively, the "Joint Venture Agreement"), in form and substance satisfactory to the Technical Committee, including 37 52 provisions (i) requiring all parties to the Joint Venture Agreement (the "Joint Venturers") to fund their respective obligations in connection with the development, construction and operation of such Subsequent Project, providing reasonable remedies for a Joint Venturer's failure to fund, and permitting the relevant Project Owner to fund such obligations if any of the Joint Venturers fail to do so, (ii) permitting the relevant Project Owner to granx x Xxxx xx its interest in such Subsequent Project in favor of the Banks pursuant to this Agreement, and (iii) prohibiting any of the other Joint Venturers from granting a Lien on or otherwise encumbering the relevant Project Owner's interest in such Subsequent Project and (b) if required by applicable law, such Joint Venture Agreement or the relative rights of the Joint Venturers in such Subsequent Project (or a memorandum thereof) shall have been recorded or filed, as applicable, in the appropriate public records in order to give third parties notice of such Joint Venture Agreement.
Joint Venture Projects. In addition to being the Operator, Haber shall be responsible for the pursuit of the following Joint Vexxxxx projects and any others financed by the funds provided by Gold City under this agreement:
Joint Venture Projects. Unless otherwise agreed, each project in which both parties participate pursuant to Section 9.4 and 9.5 will be organized as a separate limited liability company (an "LLC"), governed by, and managed pursuant to, a separate limited liability company agreement or regulations, with terms and conditions as set forth substantially in the form attached hereto as Exhibit E, with blanks completed appropriately (each, a "LLC Agreement"). The LLC Agreement for each project shall specify that (a) as between Seller and Buyer, Seller or its subsidiary shall be the manager of each LLC and shall receive a fee to cover all its direct costs associated with the project, together with overhead as a fixed percentage of direct costs (or as otherwise agreed); (b) such fees shall be borne by the parties in proportion to ownership interests; (c) all items of income, gain, loss or deductions will be allocated in proportion to ownership as provided for in Sections 9.4 and 9.5, as applicable; (d) all excess cash from the project will be distributed, in proportion to such ownership; and (e) if either party wishes to transfer its interest in the LLC, it must first offer such interest to the other party.
Joint Venture Projects. (Joint Ownership of Project). In the case of a Subject Acquisition that is only partially owned by the relevant Project Owner, (a) Administrative Agent shall have received the joint venture, joint tenancy, joint operating or other documents relating to the joint ownership, operation or governance of such Subject Acquisition (collectively, the "Joint Venture Agreements"), in form and substance reasonably satisfactory to the Technical Committee (which satisfaction shall be based in part on whether the applicable Joint Venture Agreement contains provisions (i) requiring all parties to such Joint Venture Agreement (the "Joint Venturers") to fund their respective obligations in connection with the operation of such Subject Acquisition, providing reasonable remedies in the event any Joint Venturer fails to fund any portion of such obligations, and permitting the relevant Project Owner to fund such unfunded obligations if any of the Joint Venturers fail to do so, (ii) permitting the relevant Project Owner to graxx x Xxxx xx its interest in the Subject Acquisition in favor of Administrative Agent, for benefit of Secured Parties, pursuant to the Credit Documents, and (iii) prohibiting any of the other Joint Venturers from granting a Lien on or otherwise encumbering the relevant Project Owner's interest in such Subject Acquisition), (b) such Subject Plant shall have achieved Provisional Acceptance (as determined by the Technical Committee and the Independent Engineer), (c) each of the Joint Venturers shall be sufficiently creditworthy to fulfill its obligations under the applicable Joint Venture Agreement (as reasonably determined by the Technical Committee) or, with respect to any Joint Venturer which is reasonably determined not to be sufficiently creditworthy, the Technical Committee shall be
Joint Venture Projects. Heartland Generation continues its involvement in joint venture projects and as such, staffing of these projects is often limited by the “terms and conditions” of the Joint Venture Agreements. Heartland Generation and the Canadian Energy Workers Association wish to continue to provide access to career and development opportunities for Heartland Generation staff. Therefore, the parties agree that all permanent Heartland Generation in-scope employee job vacancies on the Company’s Alberta IPP Joint Venture Projects (the “JV Projects”) will be filled in accordance with the Job Posting and Job Progression provisions set out in Article 14.00 of the Collective Agreement. It is further agreed that Heartland Generation`s in-scope employees working on the JV Projects will be represented by the Association and will pay Association dues in accordance with Article 33.00 of the Collective Agreement. Any site specific terms and conditions of employment contractually agreed to between the Joint Venture Partners will remain under the JV Partners’ control. It is also understood that the Association will continue its current practice of meeting with the Heartland Generation employees off site. APPENDIX A Letters of Agreement
