JV Entities Sample Clauses
The 'JV Entities' clause defines the specific entities that are formed or designated as part of a joint venture arrangement. It typically outlines the legal structure, ownership percentages, and roles of each party within the joint venture, and may specify the jurisdiction of formation and the purpose of the entity. By clearly identifying the joint venture entities, this clause ensures all parties understand their rights and obligations, reducing ambiguity and helping to prevent disputes regarding the structure and operation of the joint venture.
JV Entities. Reasonably promptly after the contribution of any assets to any JV Entity pursuant to Section 9.05(j) or 9.05(l), written notice of such contribution, describing the assets subject to such contribution and any other material information relating to the applicable JV Entity and its operations as the Administrative Agent may reasonably request.
JV Entities. (A) (B) * * * * * * West Australian Iron Ore Production Joint Venture Agreement * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
(A) West Australian Iron Ore Production Joint Venture Agreement * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
JV Entities. (2) Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
(B) Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
JV Entities. The Borrower:
(a) will cause the management, business and affairs of each of the Borrower and the other Loan Parties to be conducted in such a manner (including, without limitation, by keeping separate books of account from those of the Permitted JV Entities, and by not permitting Properties of the Borrower and the other Loan Parties to be commingled with those of the Permitted JV Entities) so that each Permitted JV Entity will be treated as an entity separate and distinct from the Borrower and the other Loan Parties;
(b) will not, and will not permit any of the Loan Parties to, incur, assume, guarantee or be or become liable for any Indebtedness of any of Permitted JV Entity;
(c) will not permit any Permitted JV Entity to hold any Equity Interest in, or any Indebtedness of, the Borrower or any other Loan Party;
(d) will not permit the Wink JV Holdco to amend or permit any amendments to, or waive any material right or obligations of any Person (and, with respect to the Wink JV Entity, consent to any such amendment or waiver) under, the organizational or governing documents of such Permitted JV Entity if the effect thereof would be materially adverse to the Administrative Agent or any Lender;
(e) will not permit the Wink JV Holdco to incur (and, with respect to the Wink JV Entity, consent to the incurrence of) any Indebtedness other than Non-Recourse Indebtedness; provided that the Wink JV Holdco shall not incur any Non-Recourse Indebtedness (i) without prior written notice (in any event not less than five (5) Business Days prior to such incurrence) to the Administrative Agent, together with full and complete copies of any such agreements evidencing and/or securing such Non-Recourse Indebtedness and such other information and materials as the Administrative Agent may reasonably request and (ii) if a Default or Event of Default shall have occurred and be continuing or would result immediately after giving effect to the incurrence of such Non-Recourse Indebtedness; and
(f) will not permit the Wink JV Holdco (and, with respect to the Wink JV Entity, consent to any of the actions described in this clause (f)) to amend or otherwise change the terms of any Non-Recourse Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on such Non-Recourse Indebtedness, increase the principal amount thereof, change (to earlier dates) any dates upon which payments of p...
JV Entities. (a) All JV Interests are owned, directly or indirectly, by the Company, free and clear of all Encumbrances (other than Permitted Encumbrances).
(b) With respect to each JV Entity, Section 3.26 of the Company Disclosure Letter sets forth (i) the authorized share capital of the JV Entity, and (ii) the issued and outstanding equity interests of such JV Entity as of the Capitalization Date. To the Knowledge of the Company, at the close of business on the Capitalization Date, there were no other shares of any JV Entity’s capital stock or any securities valued by reference to or convertible into or exchangeable or exercisable for any shares of its capital stock outstanding.
(c) To the Knowledge of the Company, there is no pending or threatened Action against any JV Entity or any of its Subsidiaries that would be disclosable under Section 3.12 (substituting the “Company” for the “JV Entity”).
JV Entities. (a) Notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, promptly following the execution of this Agreement, the Vendors shall cause 559733 British Columbia Ltd. and/or its designee (the “Outfront Limited Partner”) to deliver (i) the Right of First Refusal Notice (as defined in that certain Amended and Restated Limited Partnership Agreement dated May 2004 of Outfront JCD LP (the “Outfront JCD LPA”)) to JCD Canada Co. and/or its designee (the “JCD Limited Partner”), which Right of First Refusal Notice shall be in form and substance satisfactory to the Purchaser, acting reasonably, and will include a purchase price for the Outfront Limited Partner’s partnership interest in Outfront JCD LP equal to (x) $39,600,000 (the “Partnership Interest Value”) plus (y) if the Vancouver Holdback Condition is satisfied prior to the expiry of the Holdback Period, the amount of the Vancouver Holdback Payment, subject to a proportional adjustment for Cash, Working Capital and Indebtedness in accordance with Article 2, and a Target Closing Date Working Capital with respect to the JV Entities of $2,177,000, and all other information required to be included in such Right of First Refusal Notice pursuant to the Outfront JCD LPA, and (ii) the Right of First Refusal Notice (as defined in that Shareholders’ Agreement dated May 2004 among 559733 British Columbia Ltd., JCDecaux North America, Inc. (the “JCD Shareholder”), Outfront JCDecaux Street Furniture Canada Ltd. (f/k/a Viacom Outdoor JCDecaux Street Furniture Canada Ltd.) (“JCD GP”), Outfront Media LLC (f/k/a/ Viacom Outdoor Inc.) (“Outfront JCD GP”) and JCDecaux SA (the “Outfront JCD USA”)) to the JCD Shareholder and/or its designee, which Right of First Refusal Notice shall be in form and substance satisfactory to the Purchaser, acting reasonably, and will include a purchase price for the Outfront Limited Partner’s shares of JCD GP equal to $400,000 (the “GP Share Value”) and all other information required to be included in such Right of First Refusal Notice pursuant to the Outfront JCD USA.
(b) In the event that, within thirty days after the receipt by the JCD Limited Partner or the JCD Shareholder, as applicable, of the applicable Right of First Refusal Notice, the JCD Limited Partner and the JCD Shareholder, as applicable, delivers notice to the Outfront Limited Partner of the exercise of its right to purchase the Outfront Limited Partner’s partnership interest in Outfront JCD LP a...
JV Entities. Section 4.6 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of each other corporation, partnership, limited liability company or other person that is not a Subsidiary of the Company but in which the Company, directly or indirectly, holds an equity interest (each such person, a “JV Entity”, and each such interest, a “JV Interest”). All JV Interests are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens). There are no pending (or to the Knowledge of the Company, threatened) suits, claims, actions, proceedings, arbitrations, mediations or investigations (each, an “Action”) against any JV Entity or any of its subsidiaries that would be disclosable under Section 4.10(a)(ii) (substituting “JV Entity” for the Active.22007448.8.doc “Company”), except for any such Action that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
JV Entities. The JV and the JV Activities shall be undertaken by a limited partnership (the “JVLP”) and a private limited company (the “JV Company”), each to be registered and incorporated in Israel at or prior to the Closing, as more fully described in Section 3 hereof. (The parties are sometimes referred to collectively as the “Founding Shareholders”, and each as a “Founding Shareholder”. The JV Company and the JVLP are referred to herein collectively as the “JV Entities” or the “JV”, and each as a “JV Entity”.)
JV Entities. The Company has equity interests in the entities listed in Schedule I-B of this Agreement (collectively, the “JV Entities”), in the respective percentages as set forth on Schedule I-B. To the knowledge of the Company, the equity interests in the JV Entities have been duly and validly authorized and issued, are fully paid and non-assessable, and the respective percentages of such equity interests are owned directly by Africa Tanker Corporation, a wholly owned subsidiary of the Company, or the Company.