Txxxx of Joint Venture Sample Clauses

Txxxx of Joint Venture. Gold City will provide up to $10 million dollars to Haber in exchange for up to a total of 5 million shares of Haber resxxxxxed stock and for up to a total of 50 percent of all prxxxxx generated by Haber's US Production Plant and other projects that are financed witx xxx xunds. In the event that Gold City does not provide Haber with the entire $10 million, on or before, December 31, 2007, xx xxll receive a lower number of shares of Haber common stock and reduced profit participation, in accordance wxxx xhe following schedule: Amount (in millions) Contributed to Haber through Joint Venture $0.5 to $2.0 >$0.0 to $5 >$5 to $7.5 >$7.5 to $10 ------------ ----------- ----------- ------------ Shares of Haber stock To Gold City 1 million* 2.5 million* 3.5 millixx* 5* million Amount of JV profits to Gold City (%) 15% 30% 40% 50% * Stock earned before December 31, 2006 shall be issued as follows: 50% of earned stock shall be issued before May 31, 2007 and the remaining balance before July 1, 2007. All additional shares earned shall be issued on January 3, 2008. As of the date of this Agreement, Gold City has already paid over $300,000.00 of its joint venture funding to Haber. Gold City anticipates that it will raise the balance of the fxxxx through a private placement of its own shares and/or through other capital markets. Haber may, in lieu of all or a portion of its share of profits and oxxxx entitlements (whether by way of dividends, distributions or by other means) from the Joint Venture elect to receive a royalty for the use of the Haber Gold Process by the Joint Venture. Both parties must agree to xxx xmount of the royalty payable from time to time provided, that, such royalty shall not exceed 10% of the profits of the Joint Venture distributed from time to time from the earnings received from each of its projects and shall be deducted from, and shall not exceed, all of Haber's share of profits and other entitlements (whether by way of dxxxxxxxs, distributions or by other means) from the Joint Venture. Such royalty shall be paid to Haber on the dates that profits from the Joint Venture are distributxx xx the parties.
Sample 1
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Related to Txxxx of Joint Venture

  • Formation of Joint Venture The Venturers have formed the Venture for the limited purposes and scope set forth below and hereby amend, restate and incorporate the terms of all prior agreements between them.

  • 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.

  • Joint Venture Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • 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.

  • Joint Venture Agreement The Borrower shall ensure that the Administrative Agent is provided in a timely manner with copies of any material notices or communications made by the participants of the LGJV, including notices of the Corporation Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings or decisions to be made (including at least 5 days prior notice of any decisions which fall within the scope of section 3.5 of the LGJV Agreement), and copies of all records or minutes of Corporation Board, OpCo Board and Partner meetings. The Borrower shall pay all Cash Calls (as defined in the LGJV Agreement), and any other amounts required to be paid under the LGJV Agreement as and when required.

  • 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.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • No Partnership, Agency or Joint Venture This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Investments; Joint Ventures Company 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:

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