JV LLP Subsidiaries Sample Clauses
The "JV LLP Subsidiaries" clause defines and governs the treatment of subsidiaries that are owned or controlled by a joint venture structured as a limited liability partnership (LLP). This clause typically clarifies which entities qualify as subsidiaries under the joint venture, outlining the criteria for ownership, control, or beneficial interest. For example, it may specify that any company in which the JV LLP holds a majority stake or exercises significant influence is considered a subsidiary for the purposes of the agreement. The core function of this clause is to ensure clarity regarding the scope of the joint venture’s group structure, which is essential for determining rights, obligations, and liabilities within the agreement.
JV LLP Subsidiaries. 13.8.1 The provisions of this Clause 13 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 13 to JV LLP shall be construed as being references to such JV LLP Subsidiary, references to Board shall be construed as being references to the board of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary.
13.8.2 For the avoidance of doubt, any reference to a Member in this Clause 13 (insofar as it applies to a JV LLP Subsidiary) shall continue to be a reference to such Member, and shall not be construed as a reference to the members of such JV LLP Subsidiary.
13.8.3 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 13 and the Nominee‟s articles of association, this Clause 13 shall take precedence.
JV LLP Subsidiaries. 15.4.1 The Members and JV LLP (insofar as they are able by the exercise of their rights and powers) shall procure that any JV LLP Subsidiary shall (from the date of its incorporation) comply with the provisions of Clause 15.3 as if it applied mutatis mutandis to such JV LLP Subsidiary, provided that:
(a) references in Clause 15.3 to JV LLP shall be construed as being references to such JV LLP Subsidiary;
(b) references in Clause 15.3 to the Board shall be construed as being references to the board of representatives of such JV LLP Subsidiary;
(c) references in Clause 15.3 to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary;
(d) references in Clause 15.3 to JV LLP‟s Business shall be construed as being references to JV LLP Subsidiary‟s business; and
(e) a JV LLP Subsidiary shall not have a separate Business Plan, and JV LLP‟s Business Plan shall be adopted by JV LLP Subsidiary to the extent relevant to it.
15.4.2 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 15.3 and the Nominee‟s articles of association, this Clause 15.3 shall take precedence.
JV LLP Subsidiaries. 20.5.1 Each JV LLP Subsidiary (if any) shall establish and thereafter maintain an account in the name of JV LLP and hold the contents of each such account on trust for JV LLP.
20.5.2 Each JV LLP Subsidiary (if any) shall credit to JV LLP‟s account such proportion of the Net Profits (if any) of such JV LLP Subsidiary which the relevant JV LLP Subsidiary Board so determines in accordance with Clause 21.
JV LLP Subsidiaries. 10.12.1 The provisions of this Clause 10 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 10 to JV LLP shall be construed as being references to such JV LLP Subsidiary; references to the Board shall be construed as being references to a board of representatives of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary.
10.12.2 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 10 and the Nominee‟s articles of association, this Clause 10 shall take precedence.
JV LLP Subsidiaries. 8.8.1 Save as set out below in this Clause 8.8, the provisions of this Clause 8 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 8 to JV LLP shall be construed as being references to such JV LLP Subsidiary; references to the Board shall be construed as being references to a board of representatives of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to the representatives on the board of such JV LLP Subsidiary.
8.8.2 The board of any JV LLP Subsidiary shall be made up of the same number of representatives as there are Representatives on the Board, unless the Board determines otherwise, provided that unless otherwise agreed by the Members the proportionate number of Capco Representatives and TfL Representatives shall be the same as on the Board.
8.8.3 For the avoidance of doubt, any reference to a Member in this Clause 8 (insofar as it applies to a JV LLP Subsidiary) shall continue to be a reference to such Member, and shall not be construed as a reference to the members of such JV LLP Subsidiary.
8.8.4 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 8 and the Nominee‟s articles of association, this Clause 8 shall take precedence.
JV LLP Subsidiaries. 21.6.1 Subject to Clause 21.6.2, the Net Profits of any JV LLP Subsidiary shall be apportioned between JV LLP and the Nominee in the proportions 100% to JV LLP, and 0% to the Nominee.
21.6.2 JV LLP Subsidiary Board shall decide (having taken the advice of the Auditors, if appropriate) for each Accounting Period what amount (if any) of the Net Profits shall be retained by JV LLP Subsidiary in respect of:
(a) reserves for general working capital purposes of the relevant JV LLP Subsidiary for the following financial year; and/or
(b) reinvestment back into the relevant JV LLP Subsidiary business in accordance with the Business Plan.
21.6.3 JV LLP‟s share of the Net Profits of a JV LLP Subsidiary (after providing for reserves and/or reinvestment as set out in Clause 21.6.2) for any Accounting Period, which shall be calculated in accordance with this Clause 21, shall be paid to JV LLP or (depending on the cash flow position of the relevant JV LLP Subsidiary as JV LLP Subsidiary Board determines, if appropriate, having taken the advice of the Auditors) credited to its account with such JV LLP Subsidiary within 10 Working Days after the date upon which the annual accounts of such JV LLP Subsidiary for the relevant Accounting Period are approved by the relevant JV LLP Subsidiary.
21.6.4 If it is apparent that there has been over-payment of Net Profit to JV LLP, the amount of such over-payment shall either be carried forward as a debit on JV LLP‟s account or, where such JV LLP Subsidiary so determines and JV LLP has available cash to do so, be repaid by JV LLP in whole or in part.
21.6.5 No JV LLP Subsidiary shall make any profit distribution under this Clause 21:
(a) unless there is sufficient cash available; or
(b) where the same would render such JV LLP Subsidiary insolvent;
JV LLP Subsidiaries. 12.2.1 A person shall only be admitted to a JV LLP Subsidiary as a new member thereof if its admission is approved by the Members in accordance with Clause 13 and such person executes a Deed of Adherence.
12.2.2 A member of a JV LLP Subsidiary may only resign or withdraw from JV LLP Subsidiary (and/or otherwise cease to be a member thereof) with the prior written agreement of the Members.
JV LLP Subsidiaries. 26.6.1 The provisions of Clause 26 shall apply mutatis mutandis to any JV LLP Subsidiary (save for the Nominee, in relation to which this Clause 26 shall not apply), provided that references in Clause 26 to:
(a) JV LLP shall be construed as being references to such JV LLP Subsidiary;
(b) the Board shall be construed as being references to the board of representatives of such JV LLP Subsidiary;