Venture Agreements Sample Clauses

Venture Agreements. The Purchaser shall have received from the Company (a) a counterpart of each of the U.S. Research Agreement and the U.S. Underwriting Agreement executed by the Company or an Affiliate of the Company; and (b) a counterpart of each of the term sheets summarizing the principal terms of each of the European Joint Venture and the Worldwide Joint Venture initialed by the Company or an Affiliate of the Company, which term sheets shall be in form and substance reasonably satisfactory to the Purchaser and shall include Exclusivity and Non-Competition Provisions that shall be binding in accordance with their terms from and including the Closing until the execution by the parties of definitive agreements relating to the European Joint Venture and the Worldwide Joint Venture.

Venture Agreements. (a) If Whim Creek Mining has agreed to participate in Mining Operations in accordance with clause 9.9(b), within 60 days after the elections or deemed elections under clause 9.9(b)(i) or clause 9.9(e) the Participants will enter into a Venture Agreement for the organisation, financing, construction, management and operation of a venture ("the Venture") for mining, milling and concentration of Gold from the Mining Area. (b) Pending execution of the Venture Agreement, Nullagine will control Operations on the Mining Area. (c) The Venture Agreement will include, but not be limited to the following provisions: (i) the Venture will be limited to the Mining Operations to extract Gold from the Mining Area and the delivery to each Venture Party of its share of the Gold; (ii) the Venture will be a contractual joint venture and each Venture Party will own an undivided interest as tenant in common in all of the Venture property and assets proportionate to its Participating Interest; and (iii) subject to the financing arrangements mentioned in clause 15.4 all authorised costs for the construction, development, maintenance and operation of the plant will be paid for by the Venture Parties in accordance with their respective Participating Interests. (d) Each Venture Party will be solely responsible with respect to its share of Gold for the payment of and accounting for a Royalty if any in respect of the Gold. (e) Should the liability of the Venture Parties to pay a Royalty be required to be joint or that the payment of, or account for, such Royalty will be joint such liability will nevertheless as between the Venture Parties be several and not joint.

Venture Agreements. (a) Each of the parties hereto shall use their good faith best efforts to (i) negotiate, execute and deliver, as expeditiously as practicable, of each of the agreements and documents identified in or contemplated by this JV Agreement, with each of such agreements or documents containing such terms, conditions, representations, warranties and covenants customary in transactions of the nature contemplated hereby and thereby, and supported by customary indemnification provisions, including, without limitation, representations, warranties and covenants to be made by each of BT, BTFE and Master Gain in connection with its intellectual property rights (collectively, the "Venture Agreements"), and (ii) apply for and obtain any and all consents, approvals, permits, licenses and other authorizations required or desirable to achieve the purposes set forth herein from any and all governmental authorities with proper jurisdiction (collectively, the "Approvals and Licenses"). (b) In the event that (i) the Venture Agreements (other than any agreement or document related to Yitong Hong Kong or the Yitong/Newco Venture) are not executed within six (6) months following the Effective Date of this JV Agreement or (ii) the Approvals and Licenses are not obtained within six (6) months following the Effective Date of this JV Agreement, then for a period of thirty (30) days after the expiration of such six (6) month period, either BT or Master Gain shall have the right to terminate the Venture and this JV Agreement by sending written notice of this election to the other party. Upon receipt of such notice, (i) the parties shall work together in good faith to dissolve Offshore Newco, China Newco (if formed) and any Additional Entities that have been formed, (ii) any Venture Agreement previously executed shall be terminated, (iii) BT and Master Gain shall cause Offshore Newco to distribute to each the balance of their initial capital contribution to Offshore Newco, if any, net of all expenses and fees incurred prior to the dissolution of Offshore Newco and any reserve amount required in connection with the unwinding of the Venture, (iv) BT and Master Gain shall cause Offshore Newco to distribute to Master Gain the Master Gain Investment, net of all expenses and fees incurred prior to the dissolution of Offshore Newco and any reserve amount required in connection with the unwinding of the Venture which was not covered by the initial capital contributions as set forth in subsection (...

Venture Agreements. The Company Escrow Agreement and the Capital Contribution Escrow Agreement.

Venture Agreements