The Venture. As of the Effective Date, Surgold shall execute and deliver the Venture Agreement, while the Republic of Suriname shall also cause the NV 2 to do the same. The Venture Agreement will become effective as of the exercise of the Option by the Republic of Suriname, after which Surgold and NV 2 in accordance with the Venture Agreement may acquire by means of the Initial Contribution a Participating Interest in the Venture. If NV 2 fails to pay its Initial Contribution within the time period set in the Venture Agreement, then the Venture is deemed to have never been effective.
The Venture. Kennecott shall cause the Companies not to take or omit to take any actions outside the Ordinary Course of Business of the Venture except as contemplated by this Agreement or as required under the Venture Agreement.
The Venture. SECTION A. Reallocation Date; Consent to Transfer; Continuation; Governing Law ................................................. 9
The Venture. It is presently contemplated that the venture (the "VENTURE") would involve the Parties cooperating in marketing and distributing the Service in the Territory on substantially the following terms and conditions:
The Venture. The business of the Venture shall be movie financing or some other start-up business venture agreed to by the Executive and IAC. It shall be controlled by the Executive with IAC making an initial start-up investment in an amount to be mutually agreed upon by the parties. IAC shall have the right to make additional matching investments in the Venture (in lieu of a third party) and shall have the right to purchase 100% of the Venture following the fifth anniversary of the commencement of the Venture by means of a put/call right on such terms and conditions as shall be mutually agreed upon by the parties.
The Venture. Development Plant and Commercial Pilot Plant facilities purchased by the Venture shall not form part of the Research Facility option agreement.
The Venture. SECTION 2.01. Reallocation Date; Consent to Transfer; Continuation; Governing Law..............................................9 SECTION 2.02. Purposes and Scope of the Venture............................10 SECTION 2.03. Assumed Name Certificate.....................................10 SECTION 2.04. Scope of Venturer's Authority................................10 SECTION 2.05. Principal Place of Business..................................11 ARTICLE III MANAGEMENT SECTION 3.01. Management of the Venture....................................11 SECTION 3.02. Property Management and Other Authorized Payments............16 SECTION 3.03. Execution and Performance of Documents.......................16 SECTION 3.04. Decisions by the Venturers/Venturer's Authority..............17 SECTION 3.05. Budgets......................................................18 SECTION 3.06. Compensation and Expenses of Venturers and Venture...........18 SECTION 3.07. Contracts with Related Parties...............................19 SECTION 3.08. Property Financing...........................................19 ARTICLE IV ACCOUNTING, CONTRIBUTIONS, DISTRIBUTIONS AND ALLOCATIONS SECTION 4.01. Percentage Interests of Venturers............................20 SECTION 4.02. Capital Contributions........................................22 SECTION 4.03. Intentionally deleted........................................23 SECTION 4.04. Tax Status and Returns.......................................23 SECTION 4.05. Distributions................................................26 SECTION 4.06. Allocations of Profits, Gains and Losses.....................28 Section Page ------- ----
SECTION 4.07. Accounting...................................................32 SECTION 4.08. Bank Accounts................................................33
The Venture. 2.1. The Venturers hereby form the Venture under the general partnership law of the State of New York for the purpose of becoming a general partner and a limited partner of El Conquistador Partnership L.P., and to perform any and all acts and services necessary or desirable in connection therewith and the financing thereof.
2.2. The name of the Venture shall be WKA El Con Associates or such other name as the Venturers may agree. Promptly after the execution hereof, the Venturers shall execute and cause to be filed such certificates of doing business under an assumed name or other documents as may be required by law to authorize the Venture to conduct its business, including compliance with any applicable laws of the Commonwealth of Puerto Rico.
2.3. The principal office of the Venture shall be located in such place as the Venturers may agree.
2.4. The term of the Venture shall commence as of the date of this agreement and continue for 50 years from the date hereof, unless sooner terminated as provided in Article 10 hereof.
2.5. The relationship among the Venturers shall be limited to the performance of the specific purposes and objectives of the Venture as set forth in this agreement. Nothing herein shall be construed to create a general purpose partnership among the Venturers; to authorize any Venturer to act as general agent for any other; or to confer or grant to any Venturer any proprietary interest in, or to subject any Venturer to any liability for or in respect of, the business, assets, profits or obligations of any other Venturer, except only to the extent contemplated by this agreement.
The Venture. 5.1 The Parties hereto agree in accordance with and subject to the provisions of this Agreement and of the respective Production Sharing Contracts to carry out a program of exploration for and development of Unitized Substances in the Unit Area, such exploration and development to include the installation and operation of all necessary and desirable facilities in or outside the Unit Area.
5.2 It is understood and agreed that this Agreement shall not affect the rights, duties and obligations of the Huffington Venturers, inter se, under the Joint Venture Agreement dated August 8, 1968 by and among the Huffington Venturers, or their predecessors in interest, or the Huffco Operating Agreement, nor will it affect the rights, duties and obligations of the Total Venturers, inter se, under the Total-Inpex Operating Agreement; provided, that the voting procedures set forth herein will control with respect to the conduct of Joint Operations.
The Venture. Company shall directly or indirectly market and distribute its products wherever commercially and legally feasible in the entire world.
