OPERATION OF JOINT VENTURE. 6.01 During the period commencing on the Execution Date until the third anniversary of the Execution Date, the Management Committee may enter into certain management agreements (the "Management Agreements") with certain employees or consultants of the Business pursuant to which such individuals will receive compensation to be specified for a period to be specified in the applicable Management Agreement (the "Management Compensation"). The Management Compensation shall be payable out of the gross profits of the Business provided however that any shortfall due to insufficient gross profits shall be paid by the Joint Venture.
6.02 Funds required from time to time by the Parties to operate the Business will be obtained first by funding as to 55% by Lexaria and 45% by Enertopia into a jointly held and controlled bank accounts. If a Party wishes to obtain a Joint Venture Loan to fund their required contribution to the Joint Venture, they shall first provide the other Party with particulars of the terms of any such proposed Joint Venture Loan including the amount of any commitment or other loan fees, the security required by the lender and other terms and conditions, and shall not finalize any such Joint Venture Loan without the prior written approval of the other Party, such approval not to be unreasonably delayed or withheld. No Party may encumber the Business nor offer the Business as security without the express written permission of all other Parties to the Business.
6.03 Any Joint Venture Loan entered into in accordance with Section 6.03 hereof shall be borne by the Parties hereto pro rata in proportion to their Costs Interest at the time of demand for payment by such bank or institution and if any of the Parties discharge any liabilities of the Parties either directly or pursuant to such guarantee given hereunder then the Party discharging the liabilities shall have the right to be reimbursed by the Party or Parties not so contributing so that in the end result each of the Parties shall have contributed in proportion as aforesaid.
6.04 Commencing on the Execution Date, the Net Profits shall be distributed to each of the Parties in proportion to their respective Revenue Interests on a quarterly basis provided however for the 12 months following the date of Health Canada granting a license under the MMPR, each party shall re-invest 80% of the portion of Net Profits received by it back into the Business for the further development of the Business. Thereafter ...
OPERATION OF JOINT VENTURE. 5.01 Each Business Opportunity is expected to demand consideration and compensation unique to it specifically and may be discovered through persons currently known or currently unknown to the Parties and XxXxxxxxxx. It is therefore not possible at the time of this Agreement to quantify or describe terms that a Business Opportunity may entail.
5.02 Each of the Parties and XxXxxxxxxx agree to negotiate in good faith and to the best of their abilities with each other and with any third party presenting a Business Opportunity to the Joint Venture.
5.03 Any Business Opportunity that is acquired, closed or executed by LEXARIA via ENERTOPIA shall trigger the commission payment referred to in Section 2.01 (b) at the time of closing or execution.
5.04 Any Business Opportunity that is acquired, closed or executed by ENERTOPIA via LEXARIA shall trigger the commission payment referred to in Section 4.09 at the time of closing or execution.
5.05 Any Business Opportunity that is acquired, closed or executed by LEXARIA or by ENERTOPIA shall be governed by closing documents prepared at the time of acquisition, closing or execution and to be agreed to by the Parties.
5.06 Each Party agrees to indemnify and save harmless the other from and against any loss, costs or damages it may suffer as a result of its failure to pay for its interest in any contemplated Business Opportunity.
OPERATION OF JOINT VENTURE. 2.1 Each party shall from time to time upon the request of the other Party execute any additional documents and do any other acts or things which may be reasonably required to give effect to this Agreement.
2.2 The employment contracts of the second joint venturer employees will continue on the same terms and conditions as under the second joint venturer including any rights to pension, benefit and welfare plans for a period of [Insert time period, e.
OPERATION OF JOINT VENTURE. A. Duties of Managing Joint Venture -------------------------------- The Joint Venture will be operated under the overall supervision of the Managing Joint Venturer. The Managing Joint Venturer shall be required to obtain the prior consent of BET for any of the following actions:
(1) Any change in the nature or purpose of the business of the Joint Venture;
(2) The development of any new projects or products;
(3) The adoption of any subsequent annual budgets and the adoption of any budget for any issues of the Supplement;
(4) The transfer of any Joint Venturer's interest in the Joint Venture or the admission of another Joint Venturer;
(5) The sale of the business of the Joint Venture, or any merger of the Joint Venture with or into another entity;
(6) The disposition of all or substantially all of the assets of the Joint Venture, or the discontinuance of the business of the Joint Venture; and
(7) Any change in the Ownership Percentages, other than as provided in Section 8 hereof, or the fees, expenses or other amounts paid or charged to either Joint Venturer. In connection with the above, the Managing Joint Venturer may, without the consent of BET: (1) make any operational decisions related to the Joint Venture, including but not limited to printing, advertising, distribution, pre- press and inserting, consistent with the Annual Budget agreed to by the Parties, and (2) enter into any contracts for other matters not in excess of $10,000.00 per contract; and incur debt up to $5,000.00 in any single occurrence. The Managing Joint Venturer's managerial control, including control of advertising, shall not impede BET's control over the editorial affairs of the Joint Venture.
B. Duties of BET -------------- BET shall be responsible for the day-to-day editorial affairs of the Supplement. The parties agree that the editorial focus of the Supplement shall be consistent with the description set forth in Exhibit B. BET may, without the consent of the Managing Joint Venture but consistent with the budget agreed to by the parties, the terms of Exhibit B, general publication standards regarding editorial content and First Amendment principles, make all editorial decisions related to the Joint Venture, including but not limited to: (a) story, photo and art selections; (b) layout; (c) editorial staffing, including recruitment, retention and discharge of permanent and freelance personnel, but excluding the Editor; (d) overall direction of editorial content. BET must obtain t...
OPERATION OF JOINT VENTURE. Any Joint Venture Company fails, in any material respect, to conduct its business in accordance with good industry practice and the Equator Principles and the requirements of its insurances (if any), unless such failure is capable of remedy and is remedied within five (5) Business Days of its occurrence
OPERATION OF JOINT VENTURE. (a) KO shall have full authority to manage the joint venture, using its own facilities and staff. All production, manufacturing, sales and advertising expenses shall be charged to the joint venture at cost.
(b) KO shall maintain all books and records of the joint venture in auditable format under GAAP and draw all checks pertaining to the joint venture which shall be kept separate and apart from its regular business and shall be subject to the inspection and audit of GHS at all times upon reasonable notice not less than 5 business days.
