SALIENT TERMS OF THE JVA Sample Clauses

SALIENT TERMS OF THE JVA. The salient terms of the JVA include, amongst others, the following:

SALIENT TERMS OF THE JVA. 3.1 The Parties agree that the basis of the collaboration contemplated under the JVA is that the JV Company, within one (1) month from the date of the JVA or such other mutually agreed period, be awarded an exclusive distributorship right in Malaysia (including Sabah and Sarawak) by Nihon Kohden Singapore Pte Ltd, for distribution of “Nihon Kohden” medical devices for a minimum period of three (3) years on terms mutually agreed between the JV Company and Nihon Kohden Singapore Pte Ltd (“Exclusive Distributorship Rights”). 3.2 The Parties agree that the initial capital contribution from the Parties shall be Ringgit Malaysia One Million (RM1,000,000.00) comprising of 1,000,000 ordinary shares as set out below: (a) Medik Gen shall subscribe for and pay in full in cash 690,000 ordinary shares of the JV Company equivalent to Ringgit Malaysia Six Hundred and Ninety Thousand only (RM690,000.00); and (b) TMI shall subscribe for and pay in full in cash 300,000 ordinary shares of the JV Company equivalent to Ringgit Malaysia Three Hundred Thousand only (RM300,000.00); and (c) LKLAM shall subscribe for and pay in full in cash 10,000 ordinary share of the JV Company equivalent to Ringgit Malaysia Ten Thousand only (RM10,000.00), and such amounts shall be paid within one (1) month from the notification of opening of a bank account by the JV Company or within such further period as may be mutually agreed between the Parties in writing. 3.3 In the event the future carrying on of the Business of the JV Company requires additional funding and it is agreed that such funding shall be provided through equity investment by the then shareholders of the JV Company, the shareholders’ shall provide such equity proportionate to the respective shareholders’ shareholding in the JV Company. The funding so required of the shareholders shall be provided through the issue and subscription of new ordinary shares of the JV Company in accordance to the JVA. If any shareholder of the JV Company should fail to make a required investment of equity (“Defaulting Shareholder”), the remaining shareholders of the JV Company (“Non- Defaulting Shareholders”) may subscribe for the shares offered to the Defaulting Shareholder and the terms of the issue of the shares shall mutatis mutandis apply to the Non-Defaulting Shareholders, and the percentage equity holding of the Defaulting Shareholder shall correspondingly be reduced. 3.4 The JV Company may raise funds by borrowings from banks and/or financial ...

SALIENT TERMS OF THE JVA. 4.1 Profit and Loss Subject to all requisite approvals consents and permissions being obtained from the appropriate authority, it is hereby expressly agreed and declared that out of all types of building proposed by AISB and approved by the appropriate authority to be erected and completed on the said Lands, AISB and GSSB (“Parties”) hereby confirm and agree to share the profit of the Project calculated by way of the Balance of the Proceeds from the sales of the Individual Unit minutes the Gross Development Costs (“Net Development Profit”) in the following proportions:- AISB : 50% GSSB : 50% 4.2 Advance Payment Upon execution of JVA, GSSB hereby agrees to pay an advance of RM316,632.00 to AISB.

SALIENT TERMS OF THE JVA. The salient terms of the JVA are as follows:- The JVA shall form the basis of consensus between the Parties to co-operate and work together exclusively to set up a joint venture company to be incorporated in Malaysia for the development of the Project; The JVA sets out the scope of services to be provided by the Parties respectively to the JVC, which includes the development, management and maintenance of the Project; The shareholders of the JVC shall be MA(Sepang) and RI ONE, with MAHB and MF acting as their respective sponsors; The authorized capital of the JVC shall be RM110,000,000.00 divided into 110,000,000 ordinary shares of RM1.00 each with an initial issued share capital of RM2,800,000.00 divided into 2,800,000 ordinary shares of RM1.00 each. The shareholdings of the Parties shall be in the proportions of 30% for MA(Sepang) and 70% for RI ONE; and The Board of the JVC shall comprise of six (6) directors. MA(Sepang) shall be entitled to appoint two (2) directors whilst RI ONE shall be entitled to appoint four (4) directors including the Chairman of the Board. The JVC shall be headed by a President to be appointed by RI ONE. The salient terms of the CA are as follows:- MA(Sepang) hereby grants a concession to the JVC to undertake the following:- Undertake the construction of the Project; Undertake the operation of the Project; and Undertake the maintenance works of the Project. The initial term of the concession shall expire on 11 February 2034 subject always to any extension or earlier termination of the concession, as the case may be in accordance with the terms and conditions in the CA. In consideration of granting such concession by MA(Sepang) to the JVC, the JVC agrees to pay MA(Sepang) a one off Concession Fee and also Royalty Fee in accordance with the terms and conditions in the CA.

SALIENT TERMS OF THE JVA i. FPSB and AKSB have agreed to enter into a joint venture for the purpose of carrying out the “Penghutanan Semula” portion on the Land and also for fruit crops cultivation / plantation (“the Project”) on the agreed area / block in partial of compartments 58, 59, 60, 61, 62 & 63, Hutan Simpan Som, Mukim Kuala Tembeling, Daerah Jerantut, Pahang Darul Makmur measuring in an area of ± 600 acres (“the Project Land”). ii. All the premium payable for the Lease on the Land shall be borne by FASB commencing from the date of the JVA. iii. The Parties shall not at all material times during the joint venture period assign any of its obligations herein in whole or in part of the JVA to any third parties or body corporate who is not a party to the JVA unless prior consent has been obtained from the other Parties. iv. FASB shall ensure that they will at all times comply with any provisions, conditions and / or restrictions imposed by the State Authority and / or Approving Authority and / or Relevant Authorities in respect of the Project Land. v. FASB shall not sub-lease or sub-divide or sell the Project or any part thereof to any other party. vi. AKSB shall at all times during the joint venture period allow FASB to exclusively use, occupy, operate and possess the Project Land as AKSB’s contribution to FASB without any payment to AKSB.

SALIENT TERMS OF THE JVA. 3.1. In consideration of the respective benefits to be derived by SSI and TNSB (collectively, the “Parties”) as set out in paragraph 3.7 below and subject to the terms stipulated in the JVA:- (a) SSI grants unto TNSB the rights and permission to carry out and implement the development of the Project on the Lands in accordance with the approved layout plan, in consideration thereof, SSI shall be entitled, subject to the terms and conditions of the JVA, to receive the Landowner’s Entitlement (as defined in paragraph 3.7 below); (b) TNSB agrees to undertake, implement and complete the development of the Project on the Lands in accordance with the approved layout plan, and to bear the cost to undertake the Project, and in consideration thereof, TNSB shall be entitled to the Developer's Entitlement (as defined in paragraph 3.6 below); and (c) TNSB further agrees to undertake the administration and management of the Project, which include but not limited to, carrying out the marketing and selling or otherwise disposal of the units comprised in and to be developed and built under the Project (“Units”). 3.2. TNSB shall be entitled to sell, dispose of and/or deal with the Units in the manner as provided in the JVA. 3.3. SSI will render assistance as may be necessary in obtaining and/or procuring all such relevant approvals, consents, permits, licences for and/or in relation and/or in connection with the Project. 3.4. The JVA shall be valid from the date of the execution until terminated by mutual agreement of the Parties or pursuant to the terms therein, or completion of the Project in accordance with the terms of the JVA. 3.5. A project executive committee will be established to discuss and decide on major matters which may arise under or in relation to the JVA, including to approve the master plan and budget for the overall development of the Project. 3.6. SSI shall, within six (6) months from the date of the JVA, transfer the SPA Lands into SSI’s name, failing which, TNSB may terminate the JVA by written notice to SSI. 3.7. The Parties shall be entitled to the following, after deducting the development costs for the Project:- * The sum of RM6,494,550 shall be paid from the housing development account of the Project (“HDACC”) in two (2) equal instalments at the time and manner set out in the JVA.

SALIENT TERMS OF THE JVA. The salient terms of the JVA are as follows: (i) The JVA dictates the relationship of the JV Parties and regulates the rights, obligations and liabilities as shareholders of TCSB for the purpose of developing and carrying on the business of TCSB; (ii) For the first period of one (1) calendar year from the date of this JVA ("First Joint Venture Year"), there will be 2 outlets in operation, namely Tropicana City Mall and a new outlet (collectively the "Outlets"). The working capital for the Outlets during the First Joint Venture Year shall be advanced by the respective JV Parties as follows: (i) Tropicana City Mall Outlet - Regal (ii) New outlet to be opened - ROJV (iii) That a call option be granted to ROJV by Regal which irrevocably grants to ROJV the right to require Regal to sell to ROJV all of TCSB Shares held by Regal at the par value in the event Regal fails to contribute the specified proportions to the capital of TCSB upon meeting certain financial performance as set out in the JVA for the First Joint Venture Year; (iv) That a call option be granted to Regal by ROJV which irrevocably grants to Regal the right to require ROJV to sell to Regal all of TCSB Shares held by Regal at the par value in the event Regal fails to contribute the specified proportions to the capital of TCSB upon meeting certain financial performance as set out in the JVA for the First Joint Venture Year;

SALIENT TERMS OF THE JVA. (a) Purpose of the JVA (i) establish the JVC as a joint venture entity between the Parties, (ii) work together, pool resources and expertise, and undertake various projects and provision or sale of the Products and Services throughout the ASEAN countries, (iii) operate the business of the JV, and (iv) exercise their rights and obligations as members of the JVC.

SALIENT TERMS OF THE JVA. (i) The authorised share capital of the JVCO should be USD250,000 and the issued and paid-up share capital upon incorporation of the JVCO should be USD250,000 in stages. (ii) The proposed shareholdings structure of respective parties together with the capital injection are as follows: XOX Media 100,000 40.0 100,000 NU 50,000 20.0 50,000 EH 37,500 15.0 37,500 PT 62,500 25.0 62,500 Based on the proposed shareholding structure stated in Section 3 (ii) above, XOX Media will subscribe for its equity shareholding in JVCO at par for a total consideration of USD100,000 (equivalent to approximately RM400,000), which will be fully satisfied by cash from its internally generated funds.

SALIENT TERMS OF THE JVA. 3.1 The Parties have agreed to incorporate a private limited company as the JVCO in Malaysia with an issued and paid-up share capital of up to Malaysian Ringgit (MYR)1,000,000. 3.2 The Parties shall each subscribe for 500,000 shares at MYR1.00 each in the share capital of the JVCO. 3.3 Awana shall provide financing, on commercial terms, of up to US$2.5 million to the JVCO for the set-up cost of the Facility. 3.4 RC Carbon shall provide the JVCO with all its proprietary, patented know-how and technologies, operational management, marketing and sale of rCB in Malaysia and in international markets. 3.5 RC Carbon warrants and undertakes that the required Patents will be transferred, and registered in the countries of operations, into an intellectual property company (”IP Company”) to be equally owned by the Parties. The IP company will licence the JVCO as soon as practicable after the date of incorporation of the JVCO but no later than the launch of the Facility. 3.6 The JVCO shall have four (4) directors, two (2) appointed by Awana and two (2) by RC Carbon.