Permitted Joint Ventures Sample Clauses

Permitted Joint Ventures amend the Permitted Joint Venture provisions to, in addition to the existing “Permitted Joint Ventures”: (a) increase the de minimis threshold on JV Minority Acquisitions to refer to €250,000,000 as the threshold amount rather than €40,000,000 and to extend the period of time for UPC Broadband to deliver a certificate in respect of such JV Minority Acquisitions to the Facility Agent from 15 to 60 days; and (b) delete any requirement to provide a business plan, acquisition business plan, or other financial projections subject however to retention of a requirement to certify pro forma compliance with the ratio of Senior Debt to Annualised EBITDA and being less than or equal to 4.50:1.00; increase time period for deliverables to within 60 days of the acquisition; provide that any certificate required may be signed by an authorized officer of the Borrower; and make such other conforming changes required to bring in line with recent Liberty precedent.
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Permitted Joint Ventures. Any entity in which Borrower has any direct or indirect ownership interest, except the Company and the Related Companies and except Prime Group Realty Services, Inc., including general partnerships, corporations, trusts and limited liability companies, which own or propose to develop industrial or office properties provided that neither Borrower or any Guarantor shall have any recourse liability for the Indebtedness of such entity. Permitted Joint Ventures existing on the date hereof are set forth in Schedule 1.3.
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Permitted Joint Ventures. Borrowers may make (i) subsequent investment in Permitted Joint Ventures existing on the Closing Date and listed on Schedule 7.11 hereto and (ii) investments consisting of the formation and capitalization of Permitted Joint Ventures after the Closing Date so long as (x) the aggregate amount of all such cash and non-cash investments does ​ ​ not exceed $1,000,000 at any one time outstanding, (y) the Loan Parties and the Subsidiaries of the Loan Parties shall not be party to more than seven (7) Permitted Joint Ventures at any time, (z) with respect to Permitted Joint Ventures formed after the Closing Date, no Loan Party or any of its Subsidiaries shall guaranty or commit to guaranteeing the obligations of any such Permitted Joint Venture without the prior written consent of Agent.
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Permitted Joint Ventures. The Borrower will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity interests, except in a transaction permitted by Section 6.4.
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Permitted Joint Ventures. The definition of “Permitted Joint Ventures” in Section 1.126 of the Loan Agreement is hereby amended by deleting clause (f) thereof and replacing it with the following:
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Permitted Joint Ventures. The organizational documents of Palestine Limited Partnership shall be satisfactory in form and substance to the Agent.
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Permitted Joint Ventures. Each of the Borrowers shall not, and shall not permit any Restricted Subsidiary to, hold a joint venture interest in any joint venture, or otherwise acquire or create an Unrestricted Subsidiary, unless each of the following requirements is met (each such transaction, a "Permitted Joint Venture"): (i) The board of directors or other equivalent governing body of the other participant in any such Permitted Joint Venture shall have approved such transaction (if such approval is necessary or appropriate) and, if the Borrowers shall use any portion of the Loans to fund such Permitted Joint Venture, the Borrowers also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such participant if reasonably required by the Required Banks; (ii) The business acquired, or the business conducted by the relevant joint venture shall be substantially similar or complementary to one or more line or lines of business conducted by the Borrowers and shall comply with Section 7.2.11; (iii) No Potential Default or Event of Default shall exist immediately prior to or after giving effect to such Permitted Joint Venture; (iv) The aggregate amount of the cash, property or assets contributed to such joint venture by any Borrower or Restricted Subsidiary, as the case may be, shall not exceed $25,000,000 in the aggregate for all Permitted Joint Ventures; (v) The Borrowers shall have demonstrated to the reasonable satisfaction of the Agent and the Required Banks that immediately after giving effect to such Permitted Joint Venture that (y) the Pro Forma Leverage Ratio shall be less than or equal to 1.75 to 1.00 and (z) the Pro Forma Liquidity Requirement shall have been satisfied, said compliance to be evidenced by a certificate of PDI's Chief Financial Officer demonstrating the calculations of said ratio and requirement and each significant component thereof and certifying as to the matters set forth in Section 7.2.7(iii); and (vi) The Borrowers shall have delivered to the Agent at least ten (10) Business Days before the consummation of such Permitted Joint Venture copies of any letters of intent or proposals, together with any agreements entered into or proposed to be entered into by any Borrower, Restricted Subsidiary or Unrestricted Subsidiary (which may be in draft form, if that is the only form available at such time) in connection with such Permitted Joint Venture, and shall have delivered to the Agent such other informat...
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Permitted Joint Ventures. Any entity in which Borrower has any direct or indirect ownership interest, except the Company and the Related Companies, including general partnerships, corporations, trusts and limited liability companies, which own or propose to develop industrial or office properties provided that neither Borrower or any Guarantor shall have any recourse liability for the Indebtedness of such entity. Permitted Joint Ventures existing on the date hereof are set forth in Schedule 1.3. Permitted Build-To-Suit Developments. Permitted Developments with respect to which, prior to the start of construction, at least sixty percent (60%) of the gross leasable area of the buildings to be constructed pursuant thereto are subject to executed Leases having an average term of not less than four (4) years and which obligate the tenants named therein to accept occupancy and commence paying rent promptly upon the issuance of a certificate of occupancy with respect thereto. Permitted Developments. The construction of any new buildings or the construction of additions expanding existing buildings or the rehabilitation of the existing buildings (other than normal refurbishing and tenant fit up work when one tenant leases space previously occupied by another tenant) relating to any Real Estate Assets of the Borrower or any of the Related Companies and each Permitted Development shall be counted for purposes of 8.3 from the time of commencement of the applicable construction work until a final certificate of occupancy has been issued with respect to such project. Permitted Liens. Liens, security interests and other encumbrances permitted by 8.2.
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Permitted Joint Ventures. Bumble Bee Foods, LLC holds a joint venture interest in Kent Warehouse and Labeling, LLC (“Kent Warehouse”), representing approximately 50% of the outstanding interests in Kent Warehouse. This joint venture engages, among other things, in the business of providing storage, labeling, shipping and related services for seafood products.
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Related to Permitted Joint Ventures

  • Investments; Joint Ventures Borrower 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: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

  • 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.

  • Not a Joint Venture Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for goods and services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of the State. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.

  • 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.

  • 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.

  • 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.

  • 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.

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • 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.

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