Terms of JV Agreement Sample Clauses

Terms of JV Agreement. The Parties acknowledge and agree that, in the interest of time, the terms and conditions of the JV Agreement are not being negotiated at this time, and the structure and provisions of such JV Agreement shall be based upon the terms and principles contained in this Agreement and industry standards for a mining operation of the nature contemplated herein. Without limiting the generality of the foregoing, it is acknowledged and agreed that the JV Agreement shall contain provisions respecting: (a) Operator obligations comparable to those set out in Section 11.3 and Section 11.4; (b) distribution of distributable cash; (c) taking in kind or any product offtake agreement; (d) quarterly and emergency cash calls; (e) reasonable access to the Assets and all information in relation thereto; (f) prevention of a decision making deadlocks; (g) applicable management body and Supermajority Decisions and Unanimous Decisions as set out in Schedule B; (h) funding, dilution and adjustment of interests consistent with those contained in this Agreement; and (i) such other matters as are normally found in such agreements, and not specifically agreed to herein.
Sample 1
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Terms of JV Agreement. The JV Agreement shall provide as follows: (a) a Party’s interest in the Joint Venture and the JV Assets shall be adjusted pro rata based upon a fraction, the denominator of which shall be the total of the initial contributions of the Parties and all subsequent contributions of the Parties and the numerator of which shall be the particular Party’s initial contribution and all subsequent contributions of that Party, subject to any penalties for non-contribution under the terms of the JV Agreement; (b) decisions of the Joint Venture shall be governed by a management committee comprised of two (2) representatives of each Party. The Parties shall vote in proportion to their participating interests in the Joint Venture; and (c) if either Party is reduced to less than a ten percent (10%) participating interest in the Joint Venture and the JV Assets, that interest will be converted into a two percent (2%) net smelter returns royalty, half of which or a one percent (1%) net smelter returns royalty may be purchased by the continuing Party at any time up until the commencement of commercial production for the payment of $1,000,000 (one million dollars).
Sample 1

Related to Terms of JV Agreement

  • Terms of Agreement In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

  • INTERLOCAL AGREEMENT This Agreement provides authority in addition to those vested by RCW 28A.310.200 and RCW 28A.320.080, is be deemed to be in satisfaction of the provisions of RCW 39.34, and is deemed a contract pursuant to RCW 39.34.080

  • SCOPE OF FRAMEWORK AGREEMENT 3.1 This Framework Agreement governs the relationship between the Authority and the Supplier in respect of the provision of the Services by the Supplier to the Authority and to Other Contracting Bodies.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • Publicity; Terms of Agreement (a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 12.2 and this Section 12.3. The Parties have agreed to make a joint public announcement of the execution of this Agreement substantially in the form of the press release attached as Exhibit F on or after the Effective Date. (b) After issuance of such joint press release, if either Party desires to make a public announcement concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld, except that in the case of a press release or governmental filing required by Applicable Law (where reasonably advised by the disclosing Party’s counsel), the disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall not be required to obtain approval therefor. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days (or within three (3) Business Days in the event that Ambrx (or its Affiliate) is a public reporting company) after receiving the press release for review and the other Party shall give good faith consideration to same. Ambrx shall have the right to make a press release announcing the achievement of each milestone under this Agreement as it is achieved, and the achievements of Regulatory Approvals as they occur, subject only to the review procedure set forth in the preceding sentence. In relation to BMS’ review of such an announcement, BMS may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but shall not withhold its consent to disclosure of the information that the relevant milestone or Regulatory Approval has been achieved and triggered a payment hereunder. Neither Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that have previously been publicly disclosed by such Party, or by the other Party, in accordance with this Section 12.3. For clarity, neither Party shall disclose the financial terms of this Agreement without the prior written approval of the other Party, except as and to the extent otherwise expressly permitted under this Agreement. (c) The Parties acknowledge that either or both Parties may be obligated to file under Applicable Law a copy of this Agreement with the SEC or other Government Authorities. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of at least the financial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably available to such Party. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party intends to seek confidential treatment not less than five (5) Business Days prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), and shall reasonably consider the other Party’s comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed, and shall only disclose Confidential Information which it is advised by counsel or the applicable Governmental Authority is legally required to be disclosed. No such notice shall be required under this Section 12.3(c) if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by either Party hereunder or otherwise approved by the other Party. (d) Each Party shall require each of its Affiliates and private investors to which Confidential Information of the other Party is disclosed as permitted hereunder to comply with the covenants and restrictions set forth in Sections 12.1 through Section 12.3 as if each such Affiliate and each such investor were a Party to this Agreement and shall be fully responsible for any breach of such covenants and restrictions by any such Affiliate or investor.

  • TERMS OF LICENSE The terms and conditions set forth in the Contract that are in effect and applicable to a Purchase Order at the time of order placement. kk. THIRD-PARTY SOFTWARE Any software that is developed independently of Contractor and which may be governed by a separate license.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Quality Agreement Concurrently with execution of this Agreement, the Parties will enter into an agreement that details the quality assurance obligations of each Party with respect to the Manufacture and supply of Supplied Products under this Agreement (the “Quality Agreement”). Each Party shall perform its obligations under the Quality Agreement in accordance with the terms and conditions thereof. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of the Quality Agreement shall govern.

  • Amendment of Terms of Rights The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person).

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