Other Joint Ventures Sample Clauses

Other Joint Ventures. A. If the UWS Entities enter into a new joint venture (the "Fox Valley Joint Venture") with another person covering the Wisconsin Counties of Winnebago, Fond du Lac, Waushara and Green Lake (the "Fox Valley Area"), the UWS Entities may, within their sole discretion and without approval by the Governing Board, transfer HMO membership and provider relationships in the Fox Valley Area to such new joint venture. In the event of any such transfer, the Governing Board of the Joint Venture shall approve the amount of consideration to be paid by UWS to LLC therefor pursuant to the Service Agreement, if any. The amount of consideration, if any, to be paid by UWS shall be calculated to reflect any adverse impact to LLC as to the amount of payment LLC is entitled to receive under the Service Agreement. If the governing board of the Joint Venture does not approve the amount of such consideration offered by UWS, then the amount of consideration to be paid by UWS to LLC shall be arbitrated as provided in Article 9 below.
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Other Joint Ventures. =================================================================================== Purchased Subsidiary Joint Venture Equity Interest
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Other Joint Ventures. The Parties further agree that if the UWS Entities enter into a new joint venture with another partner in the Fox Valley area ("Fox Valley Joint Venture"), the UWS Entities may, within their sole discretion and without the approval or review by the Governing Board (as defined below), transfer HMO membership and provider relationships in the counties of Fond du Lac, Green Lake, Waushara and Winnebago from the Joint Venture to the Fox Valley Joint Venture, and the business attributable to such HMO membership and provider relationships shall not be included in the calculation of Royalties under the License Agreement (defined in section 4.3.F) or any Service Payment under the Service Agreement (as defined in Section 4.3.G). Each of the University Affiliated Entities (as defined in Section 3.1) shall use their respective best efforts to obtain all consents that the UWS may deem reasonably necessary to effectuate such transfers. The formation and operation of the Fox Valley Joint Venture by the UWS Entities or any of their affiliates shall not be a violation of Section 7.1.
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Other Joint Ventures. 22 18. ASSIGNMENT.........................................................................................................23 19. CONFIDENTIALITY....................................................................................................23 20. NOTICES............................................................................................................23 a. Change of Address or Addressee............................................................................24 21. DEFAULT............................................................................................................24 a. Generally.................................................................................................24 b.
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Other Joint Ventures. Q Lube represents to Discount that as of the Effective Date, and except as previously disclosed to Discount, Q Lube does not have plans, nor is it negotiating with other entities, to develop Q Lube Facilities within the State of Florida other than its joint business agreement with Discount pursuant to this Agreement. The Parties acknowledge and agree that nothing contained in this Agreement shall restrict Q Lube from developing Q Lube Facilities in Florida, whether company owned, franchised or joint ventured; PROVIDED however, if Q Lube reasonably anticipates developing automotive quick lube facilities within the State of Florida, Q Lube shall reasonably notify and consult with Discount prior to proceeding with any substantial negotiations or development. Q Lube hereby grants to Discount the right of
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Related to Other Joint Ventures

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Investments; Joint Ventures Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Formation of Joint Venture The Venturers have formed the Venture for the limited purposes and scope set forth below and hereby amend, restate and incorporate the terms of all prior agreements between them.

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Other Ventures The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

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