JV Agreement Sample Clauses

JV Agreement. With effect following the execution of the funding and amendment agreement by and among the Borrower, the SMM Subsidiary and Sumitomo Metal Mining Co. Ltd. in connection with the JV Agreement and dated on or about December 19, 2022, the Borrower shall not amend, supplement, restate, modify, replace, terminate or waive any terms of the JV Agreement in a manner adverse to the interest of the Lenders.

JV Agreement. At the Time of Closing, the Parties shall, and shall cause their respective Members and the JV Company to, enter into the JV Agreement and shall take all actions and steps necessary to ensure that the Constating Documents and other corporate records of the JV Company are consistent with and reflect the ownership structure of the JV Company contemplated by this Agreement.

JV Agreement. 4.20 Merger...........................................................................

JV Agreement. Nothing in this Agreement shall vary or alter the terms of the JV Agreement.

JV Agreement. In the event of a discrepancy between this Agreement and the JV Agreement, the provisions of the JV Agreement shall prevail.

JV Agreement. Upon Closing, the JV Agreement shall automatically terminate. The provisions of the JV Agreement that by nature survive, shall continue to remain in effect as applicable. In the event Seller has materially breached this Agreement and such breach is not remedied within 30 days, or consummation of same would have a Material Adverse Effect on the Surviving Pubco, the Surviving Pubco (subject to the provisions of Section 9 below and Applicable Law) shall be entitled to elect, in lieu of the consummation of either the Put Option or Call Option, to terminate the JV Agreement and to have assigned to it any assets or contracts material to the operation of Ability in consideration of the Put Option Consideration.

JV Agreement. For the benefit of TSA, Global hereby agrees to be bound by and subject to all of the provisions of Sections 3.4, 3.7, 10.1 and 11.2, the last sentence of Section 2.21 and the last sentence of Section 6 of the Venture Agreement as if it were GSI and a party thereto.

JV Agreement. Each of the JV Agreement and the Ancillary Agreements shall have been executed by all parties thereto and shall be in full force and effect and the Borrower and Guarantor shall have performed and complied in all material respects with their respective covenants and obligations thereunder.

JV Agreement. Except as disclosed in Schedule 4.1(j) of the Seller Disclosure Schedules, as of the date hereof: (i) The JV Agreement is a valid and binding obligation of the other contracting party enforceable in all material respects in accordance with its terms against the other contracting party and is in full force and effect. Seller is transferring all title to its interest in the JV Agreement and all revenue derived therefrom, in the past or future, to Purchaser free and clear of any Security Interest, obligation, encumbrance, pledge, hypothecation, and claim, whether past, current or future; or contingent or not; and (ii) Seller has fulfilled all obligations required pursuant to the JV Agreement to have been performed by it prior to the date hereof; and (iii) No other contracting party to the JV Agreement is now in breach thereof or has breached the same in any respect within the 12-month period prior to the date hereof; Seller and Selling Shareholders have no Knowledge of any anticipated material breach thereof by any such party; and there are not now, nor have there been in the 12-month period prior to the date hereof, any disagreements or disputes between Seller and any other party to the JV Agreement relating to the validity or interpretation of such Contract or to the performance by any party thereunder.

JV Agreement. The Seller shall have executed and delivered to Team Bank, or such other escrow agent as is mutually agreed by Ethanex and Seller, the JV Agreement.