JVC Sample Clauses

JVC. Instead of provision of guarantee, the Providing Party may elect to provide financial assistance to the JVC on behalf of the Non-Providing Party through shareholder loans. In such case, the JVC shall pay the Providing Party interest as compensations on the total amount of the loans at an interest rate same as the interest rate on the bank loans of the same term, and bear all taxes and expenses in relation to the payment of the interest. In case the JVC is unable to obtain funds as described above, the Investing Parties shall provide the required funds to the JVC in proportion to their ownership percentage. If either Party fails to provide funds in accordance with the above provisions (referred to as “Non-Providing Party” in this Section), the other Party (referred to as “Providing Party” in this Section) shall have the right to elect a) to terminate this Contract and liquidate the JVC by giving written notice to the other Party, or b) to purchase the equity interests held by the Non-Providing Party in the JVC in accordance with the provisions of PRC Laws at a price based on valuation. The JVC shall, upon Investing Parties’ request at any time, pay the principal and accrued interest on the above funds provided by the Parties on a pro rata basis (e.g., the principal and interest paid by the JVC to the Investing Parties shall be in proportions to their perspective contribution to the funds).
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JVC. In accordance with relevant applicable Chinese laws and regulations, including but not limited to the Foreign Investment Law of the People’s Republic of China, the JVC Shareholders hereby agree to invest in the JVC in accordance with the relevant provisions of this Agreement and to formulate the Articles of Incorporation of the JVC in accordance with the relevant covenants of this Agreement.
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JVC. GGC shall have the right to designate at least two directors, Messrs. Xxx Xxxxx and Xxx Xxxxxxxxx, and the parties shall have the right to designate directors which together shall constitute not less than their respective percentage ownership interests of the JVC of the Board of Directors or like body and the parties agree to use their best efforts to cause the election of agreed officers. The management team of the JVC shall be put in place before the end of the 12 Month Period subject to approval by the Board of JVC. The parties intend to integrate all of GGC’s Toukhmanuk and Getik mining and exploration operations into the JVC. As approved by the GGC Board, cash generated by Toukhmanuk during the 12 Month Period to be prioritized for use as follows during the 12 Month Period: 1. First to repay the remaining off-take financing; 2. Second to meet required debt service (P&I) payments for the ABB loan; Closing Date: 12 months from the date of signing a definitive agreement.
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JVC. 3.1.1 The Parties shall procure that, no later than 45 days from the execution hereof, the Parties shall incorporate the JVC as a limited liability company under the provisions of the Companies Act, 2013 under the name and style of Gorewada Zoo & Rescue Centre or such other name as may be mutually agreed between the Parties. The registered office of the JVC shall be located in the State of Maharashtra. 3.1.2 The Parties agree that the Articles of Association and Memorandum of Association shall be approved by both PCand FDCM and shall, as far as possible and as permissible by Applicable Law, incorporate the provisions of this Agreement. The Parties further agree that in the event of any conflict between the terms of this Agreement and the Articles of Association and/or Memorandum of Association, the terms and conditions of this Agreement shall prevail and take precedence as amongst the Parties hereto. 3.1.3 The JVC shall perform the functions and discharge the obligations set out herein and the Parties shall ensure that all steps as may be necessary to authorise and oblige the JVC shall be taken, including but not limited to execution of necessary agreements with the JVC. 3.1.4 The PC shall bear all the cost of incorporation of the JVC and all related and incidental costs. 3.1.5 The PC shall subscribe to 49% Shares and FDCM shall subscribe to 51% Shares of the JVC and shall always adhere to this Shareholding during the Term of this Agreement. 3.1.6 Subject to the provisions of the Act and the Articles, each fully paid Share shall carry one vote. 3.1.7 The JVC shall at all times be managed and operated as an independent enterprise for the benefit of the Shareholders. Except as expressly authorized in this Agreement, the JVC shall not at any time engage in dealings or transactions with any Party or its Affiliates on terms more favourable than would be accorded to an independent, non-affiliated person or company. It is Request for Qualification cum Proposal Joint Venture Agreement 12 hereby expressly agreed between the Parities that all related party dealings or transactions will not be permitted unless unanimously approved by the Parties in accordance with the terms and conditions of this Agreement.
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JVC. The Parties procure that the JVC shall and they shall cause the JVC to, assume and undertake the following functions and responsibilities: (a) In order to enable the JVC to undertake the principal Business and performance of any or all of the obligations under this Agreement, the Parties agree that the functions and responsibilities specified in Part A of Schedule A, including any other matter necessary and/or incidental to the development, construction, operation and maintenance of the Gorewada Zoo and Rescue Centre shall be undertaken exclusively by the JVC. (b) To ensure that the JVC is duly authorised and empowered to undertake the Project and carry out its functions specified in Part A of Schedule A, PCand FDCM shall take such steps as may be necessary, Request for Qualification cum Proposal Joint Venture Agreement 13 including but not limited to, delegating and assigning appropriate powers necessary and required under Applicable Law, to the JVC, as envisaged under this Agreement and in accordance with Applicable Law.
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JVC. JVC, a company incorporated as a private limited company in Malaysia on 7 January 2016 and it is a wholly owned subsidiary of the Company. The intended principal activities of JVC are operating restaurants and trading of all kinds of food products. The Company has not commenced business operations since its date of incorporation. The issued and paid-up capital of JVC is RM2.00 divided into 2 ordinary shares.
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JVC. The PARTIES have agreed to cooperate in the form of a joint venture upon the terms and conditions hereinafter appearing and by a joint venture company called "MEMC KULIM ELECTRONIC MATERIALS SDN BHD" established by the PARTIES, to carry on the business of manufacturers in Malaysia and sellers in the ASEAN Region of the Product.
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JVC. The Representative acknowledges that there is not, and there will not be, between it and JVC, a relationship of employment or subordination, and it waives herein, by itself, its partners, administrators and employees, each and every right or claim of labor and/or social security character (including pertaining to accidents) in relation to JVC, its controllers and administrators.
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Related to JVC

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Development Efforts 4.2.1 Hana shall use Commercially Reasonable Efforts to Develop each Product in the Territory (including carrying out its responsibilities under the Development Plan) to: (a) conduct or cause to be conducted the necessary and appropriate clinical trials as necessary to obtain and maintain Regulatory Approvals for each Product; and (b) prepare, file and prosecute or cause to be prepared, filed and prosecuted the Regulatory Submission for each Product. 4.2.2 Hana will provide INEX with written reports to keep INEX fully informed of the progress of the Development of each Product as follows: (a) at the close of each Calendar Quarter during the first twenty-four (24) months following the Effective Date of the Definitive Agreements; and (b) on or before June 31 and December 31 of each and every calendar year thereafter.

  • Commercialization Plan (a) Not later than three [***] after submission of Regulatory Filings for each Product in each country of the Territory, Licensee will provide to the JCC for review its initial Commercialization Plan for each Product for each country in the Territory. Such initial Commercialization Plan will describe Licensee’s plans for activities to be conducted for such Product for such country. Each Commercialization Plan shall include the details of obligations to be performed by Licensee to achieve the specific activities that are applicable to the stage of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Commercialization (e.g., pre-launch, launch planning, launch, or post-launch) of the applicable Product during the time period covered by such Commercialization Plan and subsequent time periods. (b) Prior to the First Commercial Sale for such Product in such country, Licensee will provide to the JCC for review an updated Commercialization Plan for such Product for such country. Such updated Commercialization Plan will include, but not be limited to, Licensee’s updated plans for activities to be conducted for such Product for such country prior to launch as well as activities to be conducted in connection with such launch. (c) Promptly after each anniversary of the First Commercial Sale of such Product during the Term, Licensee will provide to the JCC for review updated Commercialization Plans for such Product for such country. Such further updated Commercialization Plan will include, but not be limited to, Licensee’s plans for Commercialization activities for such Product and such country for the twelve (12) month period following the date of delivery of such Commercialization Plan. No Commercialization Plan may be implemented by Licensee if [***]. Each Commercialization Plan shall be consistent with and shall not contradict the terms of this Agreement [***], and in the event of any inconsistency between the Commercialization Plan and this Agreement, the terms of this Agreement shall prevail. Notwithstanding the foregoing, if a [***], Licensee shall [***] and shall promptly [***].

  • Development Work The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.

  • Development Phase contractual phase initiated with the approval of ANP for the Development Plan and which is extended during the Production Phase while investments in xxxxx, equipment, and facilities for the Production of Oil and Gas according to the Best Practices of the Oil Industry are required.

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Concession Area, including its abandonment.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Development Program RWJPRI shall be [**] and have [**] in consultation with the JDAC, to select LICENSED COMPOUNDS which shall then be designated PRODUCTS for further DEVELOPMENT by RWJPRI and marketing by ORTHO and its AFFILIATES. RWJPRI shall provide KOSAN with written notice of its decision to select a LICENSED COMPOUND for DEVELOPMENT. Once a PRODUCT has been selected for further DEVELOPMENT, RWJPRI, with the advice of the JDAC, shall have the [**] right to develop the PRODUCT through STAGES O, I, II and III and shall have the [**] right to prepare and file, and shall be the owner of, all applications for MARKETING AUTHORIZATION throughout the world. During such DEVELOPMENT efforts, KOSAN will assist RWJPRI as may be mutually agreed, at RWJPRI's expense, in chemical development, formulation development, production of labeled material and production of sufficient quantities of material for STAGE O and initial STAGE I studies. RWJPRI shall exercise diligent efforts, commensurate with the efforts it would normally exercise for products with similar potential sales volume and consistent with its overall business strategy, in developing such PRODUCT in accordance with the DEVELOPMENT PLAN established by RWJPRI. In the course of such efforts RWJPRI shall, either directly or through an AFFILIATE or SUBLICENSEE to which the license shall have been extended, take appropriate steps including the following: (i) in consultation with the JDAC, select certain LICENSED COMPOUNDS for STAGE O DEVELOPMENT; and (ii) establish and maintain a program reasonably designed, funded and resourced to obtain information adequate to enable the preparation and filing with an appropriate and properly empowered national regulatory authority all necessary documentation, data and [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. other evidence required for IND non-rejection to commence and conduct human clinical trials of such PRODUCT. (iii) proceed following IND non-rejection to commence PHASE I, II, and III clinical trials, associated studies and such other work which RWJPRI reasonably deems to be required for subsequent inclusion in filings for MARKETING AUTHORIZATION; (iv) after such submissions are filed prosecute such submissions and file all reasonably necessary, reports and respond to all reasonable requests from the pertinent regulatory, authorities for information, data, samples, tests and the like.

  • Joint Commercialization Committee As of the Effective Date, the Parties have established a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), composed of up to [ * ] representatives of each Party, to monitor and discuss the Commercialization of Products at the operational level. Each JCC representative shall have knowledge and expertise in the commercialization of products similar to Products. The JCC shall in particular: (a) review and recommend the Commercialization Plans and related activities with respect to the Commercialization of Products in the Collaborator Territory, and report to the JEC on all significant Commercialization activities in the Collaborator Territory; (b) provide a forum for and facilitate communications and coordination between the Parties with respect to the Commercialization of Products in the Collaborator Territory and the Exelixis Territory; (c) on an annual basis, discuss and establish Collaborator’s Minimum Commercial Performance thresholds pursuant to Section 6.3(b) and propose recommendation to JEC; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) review the status of material Product manufacturing and supply activities and strategies associated with Commercialization; (e) review and discuss the major findings of Collaborator’s market research with respect to any Product in the Collaborator Territory, if any; (f) review and oversee the branding and product positioning strategy for Products in the Collaborator Territory and evaluate Collaborator’s brand strategy for the Product in the Collaborator Territory for consistency with the then-current global brand strategy for the Product; (g) discuss Product list price and status of reimbursement in the Collaborator Territory; and (h) perform such other functions as may be appropriate to further the purposes of this Agreement with respect to the Commercialization of Products, including endeavoring to resolve any disputes between the Parties arising from the deliberations of the JCC, or as otherwise directed by the JEC.

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