Joint Venture Projects (Joint Ownership of Project Owner) Sample Clauses

Joint Venture Projects (Joint Ownership of Project Owner). In the case of a Subject Project owned by a Project Owner which is not Borrower or a wholly-owned Subsidiary of Borrower, (a) Administrative Agent shall have received the organizational and governing documents relating to the joint ownership, operation or governance of such Project Owner (collectively, the "Co-Ownership Organization Documents"), in form and substance reasonably satisfactory to the Technical Committee, (b) such Co-Ownership Organization Documents shall vest sole control over such Project Owner and the Subject Project in the shareholder, member or partner, as the case may be, which is Borrower or a Subsidiary of Borrower (the "NRG Co-Project Owner"), provided that decisions related to (i) the dissolution, liquidation, sale or merger of such Project Owner, (ii) the admission or substitution of a new shareholder, member or partner, as the case may be, (iii) the sale or refinancing of such Subject Project), (iv) material capital expenditures, (v) the incurrence of indebtedness (other than any indebtedness under any of the Credit Documents) other than in the ordinary course of business and individually in an aggregate principal amount in excess of $10,000,000, (vi) the change in the nature of the relevant Project Owner's business and (vii) any matter which each shareholder, member or partner, as the case may be, must approve or consent to as a matter of applicable law, in each case may be subject to the approval or consent of each of or a supermajority of the applicable shareholders, members or partners, as the case may be, (c) the NRG Co-Project Owner owns more than 50% of the equity interests in such Project Owner, (d) each of the shareholders, members or partners, as the case may be, of such Project Owner (collectively, the "Co-Project Owners") has executed and delivered all documents, instruments, supplements and amendments necessary to create a valid and perfected first priority Lien in favor Administrative Agent, for the benefit of Secured Parties, on each such Co-Project Owners' equity interests in the Project Owner and, subject to the proviso set forth in Section 3.2.6(a), the assets of the Project Owner and (e) each Co-Project Owner shall be a special purpose vehicle which shall have no assets or liabilities other than its equity interests in such Project Owner and whose sole purpose is the ownership and maintenance of such equity interests (the requirements set forth in clauses (a) through (e) shall herein be referred to, collectively,...
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Related to Joint Venture Projects (Joint Ownership of Project Owner)

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

  • Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Ownership of Improvements All modifications, alterations and improvements made or added to the Leased Premises by Tenant (other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease, and Tenant hereby covenants and agrees not to grant a security interest in any such items to any party other than Landlord. Any such modifications, alterations or improvements, once completed, shall not be altered or removed from the Leased Premises during the Lease Term without Landlord’s written approval first obtained in accordance with the provisions of Paragraph 6.1 above. At the expiration or sooner termination of this Lease, all such modifications, alterations and improvements other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures, shall automatically become the property of Landlord and shall be surrendered to Landlord as part of the Leased Premises as required pursuant to Article 2, unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligations to reimburse Tenant for all or any portion of the cost or value of any such modifications, alterations or improvements so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by Landlord and/or at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Leased Premises and not trade fixtures of Tenant.

  • Joint Ownership 10 Annuitant............................................................... 10

  • Ownership of Property; Liens Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

  • Ownership of Property Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Ownership of Products It is understood and agreed that all products provided under this Agreement shall become the property of the County upon acceptance by the County.

  • 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.

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