Pantelion Venture Sample Clauses

Pantelion Venture. Notwithstanding the provisions of that certain Limited Liability Company Agreement dated as of July 26, 2010 by and among Artisan Entertainment Inc. (together with any successors thereof, “Lionsgate”), Videocine, S.A. de C.V. (together with any successors thereof, “Videocine”), and Pantelion, LLC (the “Pantelion LLC Agreement”), the primary business purpose of Pantelion is distributing Pantelion Movies in the Territory. Licensor represents and warrants that Grupo Televisa has, and will have, no obligation to produce all, or any minimum number of, motion pictures through Pantelion (or with Lionsgate or its Affiliates) during the Term, and Grupo Televisa is not and will not be restricted by any agreement with Pantelion, Lionsgate or otherwise in connection with the Pantelion arrangement, from producing or acquiring motion pictures outside Pantelion (or with parties other than Lionsgate or its Affiliates) at any time during the Term. In connection with the foregoing, the parties acknowledge and agree that, subject to Licensee’s Rights of First Negotiation / First Refusal set forth in Section 3.5(d), and so long as Pantelion’s business activities remain generally consistent with the foregoing (and for the avoidance of doubt, Pantelion’s production and distribution activities do not expand to any Audiovisual Content originally produced in the Spanish language or with Spanish subtitles other than Pantelion Movies), the Broadcast, license or distribution by Pantelion of the Pantelion Movies in the Territory by means of any Licensed Media (other than Free Television) shall not constitute a breach of this Agreement by Licensor.
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Related to Pantelion Venture

  • 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.

  • Partnership Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the parties hereto and save as set out herein, neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party.

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • Joint Venture Agreement The Borrower shall ensure that the Administrative Agent is provided in a timely manner with copies of any material notices or communications made by the participants of the LGJV, including notices of the Corporation Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings or decisions to be made (including at least 5 days prior notice of any decisions which fall within the scope of section 3.5 of the LGJV Agreement), and copies of all records or minutes of Corporation Board, OpCo Board and Partner meetings. The Borrower shall pay all Cash Calls (as defined in the LGJV Agreement), and any other amounts required to be paid under the LGJV Agreement as and when required.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Business Development Company Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

  • 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.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Joint Venture Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

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