Qualified Joint Venture Sample Clauses

Qualified Joint Venture. Any Person that is not a Qualified Joint Venture or a Wholly Owned Subsidiary of the Borrower.
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Qualified Joint Venture. Any Person as to which all of the Stock of which ----------------------- is owned by the Borrower and/or any of its Subsidiaries and any other Person or Persons that is not or are not Affiliates of the Borrower or competitors of Ericsson and as to which the following conditions shall have been satisfied as of the date on which such Person becomes a Qualified Joint Venture and at all times thereafter:
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Qualified Joint Venture. (i) if the Borrower or any of its Subsidiaries shall make any disposition of any assets pursuant to clause (f)(iii)(D) above to a Qualified Joint Venture, thereafter permit such Qualified Joint Venture to fail to continue to qualify as a Qualified Joint Venture, except in a transaction involving a disposition of the assets of such Qualified Joint Venture that is otherwise permitted under Section 9.1(f); and
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Qualified Joint Venture. [*] ----------------------- ------------------ *Confidential Information Has Been Omitted And Filed Separately with the SEC [*] Rate Hedging Agreements. Any and all agreements, devices or arrangements ----------------------- designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party's assets, liabilities or exchange transactions, including, but not limited to dollar-denominated or cross-currency interest-rate exchange agreements, forward- currency-exchange agreements, interest-rate-cap or dollar-protection agreements, forward-rate-currency or interest-rate options, puts and warrants, and any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.
Sample 1
Qualified Joint Venture. An entity in which the Borrower or a Wholly Owned Subsidiary of the Borrower (a) owns fifty percent (50%) or more of the economic interest and at least fifty and one-tenth percent (50.1%) of the voting interest; (b) the balance of the economic and voting interests are not owned by Parent, OC or any of their respective Subsidiaries or Affiliates, (c) the Borrower has the right by contract to manage, and does manage, the operations of the entity; and (d) the charter agreement governing the entity prohibits all Distributions to venture partners other than the Borrower except if such a Distribution could have been made to the Borrower pursuant to (S) 7.05 hereof; and such entity has guaranteed the obligations of the Borrower under the Credit Facility, and the assets of and ownership interest in, such entity have been pledged as security for the performance of the obligations of the Borrower under the Credit Facility. RCRA. The Resource Conservation and Recovery Act of 1976, as amended, 42 USCA Section 6901 et seq. Real Estate. Any parcel of real property or any facility currently (or for purposes of compliance with Environmental Laws, formerly) owned, operated or controlled by the Borrower or any of its Subsidiaries.
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Qualified Joint Venture. [*] RCRA. The Resource Conservation and Recovery Act of 1976, as amended, 42 USCA Section 6901 et seq. Real Estate. Any parcel of real property or any facility currently (or for purposes of compliance with Environmental Laws, formerly) owned, operated or controlled by the Borrower or any of its Subsidiaries.
Sample 1
Qualified Joint Venture. Rate Hedging Agreements. Any and all agreements, devices or arrangements ----------------------- designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party's assets, liabilities or exchange transactions, including, but not limited to dollar-denominated or cross-currency interest-rate exchange agreements, forward- currency-exchange agreements, interest-rate-cap or dollar-protection agreements, forward-rate-currency or interest-rate options, puts and warrants, and any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.
Sample 1
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Related to Qualified Joint Venture

  • 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.

  • 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.

  • 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.

  • 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:

  • 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.

  • 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 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.

  • 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, 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.

  • 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.

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