The formal Joint Venture agreement contemplated Sample Clauses

The formal Joint Venture agreement contemplated herein shall provide for an Aggressor Clause that allows the non-operator to propose a larger program than that proposed by the Operator and shall provide for such larger program to become an approved program (the "Expanded Program") in cases when the Operator's proposed program and budget does not involve expenditures of at least $100,000; provided that the non-operator is prepared to undertake and fund all of the program and expenditure related thereto. The invoking of the Aggressor Clause will suspend the Operator's rights to a casting vote for the purposes of approving the Expanded Program and budget. Once the Management Committee has agreed on an Expanded Program under the provisions of the Aggressor Clause, the Operator's casting vote will be re-instated. A Party to the Joint Venture shall have the right to participate in an approved Expanded Program resulting from invoking the Aggressor Clause at its then current interest. If all Parties do not participate in the approved Expanded Program then the funding Party shall make at least 80% of the expenditure of such Expanded Program to effect any dilution of the non-participating Party. Failure to complete at least 80% of the approved Expanded Program shall result in no dilution of the nonfunding Party's interest, and expenditures of the Parties shall be the same as they were before the start of such approved Expanded Program. Failure of the Management Committee to reach an agreement on a program and budget shall be resolved by binding arbitration. In any such arbitration, the arbitrator must make his or her decision on the technical issues alone and shall not take into consideration the ability of either Party to fund the program and budget. Further, the arbitrator will be limited to selecting the program and budget of one of the two Parties, without modification.
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Related to The formal Joint Venture agreement contemplated

  • 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.

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

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Transaction Agreement The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Primary Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

  • Future Agreements The Fund shall promptly, at the request of the Purchaser, enter into an agreement, on terms mutually satisfactory to the Fund and the Purchaser, of the type specified in Section 12(d)(1)(E)(iii) of the 1940 Act, so as to permit the Purchaser or any transferee satisfying the requirements set forth in Section 2.1 to rely on the provisions of Section 12(d)(1)(E)(iii) of the 1940 Act.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

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