STRUCTURE OF THE JOINT VENTURE Sample Clauses

STRUCTURE OF THE JOINT VENTURE. The Company will be structured as a private company limited by shares with LUCENT holding 51% of the issued share capital and CSM holding 49% of the issued share capital. The Company will manage and operate a semiconductor wafer production facility ("FAB 3B") located in Woodxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx. Xxcent will invest approximately $217 million Sing in the Company and CSM will invest approximately $208 million Sing in the Company to purchase new CMOS semiconductor manufacturing equipment for the Company. Additional funding for equipment purchases will be funded by commercial debt to the Company and reimbursed with Company cash flow resulting from wafer sales. The operating costs and output of the Company will be in proportion to the shareholding percentage of the shareholders as outlined in the Assured Supply and Demand Agreement (the "ASADA").
Sample 1
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STRUCTURE OF THE JOINT VENTURE. 2.1.1 Subject to the terms and conditions of this Agreement, in particular the conditions precedent set forth in section 6, the Parties agree on JV Europe and JV US being the jointly operated joint venture companies (collectively, the “Joint Venture”) and, in order to establish the Joint Venture, the Parties have agreed that, pursuant to the terms and conditions of a certain Share and Asset Purchase and Transfer Agreement (the “Implementation Agreement”) signed on the date hereof: (a) Rockwood Germany shall transfer 39 per cent of the issued and outstanding shares of JV Europe to Kemira; (b) Rockwood Germany shall transfer 100 per cent of the issued and outstanding shares of Xxxxxxxxxx to JV Europe; (c) Kemira shall transfer the 100 per cent of the issued and outstanding shares of Kemira TiO2 to Finnish HoldCo (the wholly owned subsidiary of JV Europe); (d) Kemira shall transfer or cause the transfer of the Kemira Oberhausen Assets (as defined in the Implementation Agreement) to JV Europe; (e) additionally, with respect to the joint venture in the United States (i) Rockwood shall transfer the 100 per cent of the issued and outstanding shares of Xxxxxxxxxx Corp and Kemira shall transfer 100 per cent of the issued and outstanding shares of Kemira Inc. to JV US, (ii) in exchange for (1) Rockwood receiving limited liability company interest of JV US representing 61 per cent of the total issued and outstanding limited liability company interest; and (2) Kemira receiving a combination of limited liability company interest of JV US representing 39 per cent of the total issued and outstanding limited liability company interest and an Intercompany Receivable in a principal amount of app. EUR 6,400,000.00 against JV US (as set out in section 3.4.5 of the Implementation Agreement). 2.1.2 The Joint Venture shall be governed by a certain Shareholders’ and Joint Venture Agreement (the “JV Agreement”) signed on the date hereof and the Statutes (as defined in the JV Agreement). 2.1.3 Following the completion of the Transaction, but subject to any adjustment agreed among the Parties, (a) Rockwood Germany shall hold 61 per cent of the registered share capital of JV Europe and the issued and outstanding shares of JV US; and (b) Kemira shall hold 39 per cent of the registered share capital of JV Europe and the issued and outstanding shares of JV US (such allocation of shares, the “Shareholding Split”).
Sample 1

Related to STRUCTURE OF THE 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.

  • 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.

  • 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.

  • 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 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 the Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • 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.

  • No Joint Venture or Partnership Each Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. Nothing herein is intended to create a joint venture, partnership, tenants-in-common, or joint tenancy relationship between any Borrower and Lender nor to grant Lender any interest in any Individual Property other than that of mortgagee or lender.

  • 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.

  • Joint Venture Agreement The shareholder entity designated by each ASEAN country shall negotiate and conclude, as soon as possible, a joint Venture Agreement acceptable to Malaysia and the Parties, for the setting up of an ASEAN Urea Project in Malaysia. Such joint Venture Agreement shall set out among others: The name and capital structure of the joint Venture company; Constitution of the Board of Directors of the joint Venture company: Protection of minority interests; Scope of the project and its financing.

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