Company Joint Venture Entity definition

Company Joint Venture Entity. Section 3.1(d)
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Company Joint Venture Entity has the meaning set forth in Section 3.1(d).
Sample 1

Examples of Company Joint Venture Entity in a sentence

  • Any amount referenced in this Article 9 in respect of any Company Joint Venture Entity shall be deemed to be a portion of such amount equal to the Percentage Interest applicable thereto.

  • The Buyer shall prepare any Straddle Returns with respect to the Subject Entities or the Business Assets, as applicable, except with respect to such Company Joint Venture Entities where the Buyer is not, directly or indirectly, responsible for the preparation of Tax Returns pursuant to the Organizational Documents of the applicable Company Joint Venture Entity.

  • With respect to the taxable year that includes the Closing Date, the Seller shall be allocated, in accordance with the Organizational Documents of the applicable Company Joint Venture Entity in effect as of the Closing, all items of income, loss, deduction and credit of the Company Joint Venture Entity for the period prior to and including the Closing Date and the Buyer shall be allocated all remaining items of income, loss, deduction, and credit of the applicable Company Joint Venture Entity.

  • The Seller shall (and, to the extent it has the Legal Right, shall cause each Company Joint Venture Entity to) give any notices to, make any filings with, and use its Commercially Reasonable Efforts to obtain any authorizations, consents and approvals of Governmental Authorities and third parties it is required to obtain in connection with the matters referred to in Sections 4(b) and 4(c) including the corresponding Schedules.

  • More precisely, with respect to the sale or deemed sale of a portion of the applicable Percentage Interest in each applicable Company Joint Venture Entity pursuant to this Agreement, the Buyer and the Seller agree to cause each Company Joint Venture Entity (to the extent they have the Legal Right) to elect “the closing of the books” method pursuant to the regulations of Section 706 of the Code.

  • The Seller shall and, to the extent it has the Legal Right, shall cause each Company Joint Venture Entity to, use its Commercially Reasonable Efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including satisfying the Buyer’s conditions to closing in Section 7 (a).

  • The Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Subject Entities and Business Assets, except with respect to such Company Joint Venture Entities where the Seller is not, directly or indirectly,responsible for the preparation of Tax Returns pursuant to the Organizational Documents of the applicable Company Joint Venture Entity.

  • The issued and outstanding Equity Interests in each Company, Company Subsidiary and Company Joint Venture Entity specified in Schedule 4(f)(i) have been duly authorized, validly issued, fully paid and are non-assessable (except as set forth in the Organizational Documents of the applicable Subject Entity).

  • With respect to Losses suffered by any Company Joint Venture Entity for which indemnification by the Buyer is required hereunder, the Buyer shall be obligated to indemnify such Seller Indemnitee only for such Losses in an amount equal to the Percentage Interest applicable thereto.

  • The Buyer shall prepare or cause to be prepared and file or cause to be filed any Post- Closing Tax Returns with respect to the Subject Entities and the Business Assets, as applicable, except with respect to such Company Joint Venture Entities where the Buyer is not, directly or indirectly, responsible for the preparation of Tax Returns pursuant to the Organizational Documents of the applicable Company Joint Venture Entity.

Related to Company Joint Venture Entity

  • Company Joint Venture means any corporation or other entity (including partnership, limited liability company and other business association) that is not a Company Subsidiary and in which the Company or one or more Company Subsidiaries owns an equity interest (other than equity interests held for passive investment purposes which are less than 5% of any class of the outstanding voting securities or other equity of any such entity).

  • Joint Venture Entity means any Joint Venture, any Wholly-Owned Subsidiary of a Joint Venture or any JV Subsidiary.

  • Joint Venture (JV means an association with or without a legal personality distinct from that of its members, of more than one Consultant where one member has the authority to conduct all business for and on behalf of any and all the members of the JV, and where the members of the JV are jointly and severally liable to the Procuring Entity for the performance of the Contract.

  • Joint Venture Company means any Subsidiary of the Company or any other Person of which 50% or less than 50% of the outstanding Voting Stock or participation is held by the Company or its Subsidiaries, whose Equity Interest is held directly or indirectly by the Company and one or more third parties that are not Affiliates of the Company for the purpose of directly or indirectly bidding new projects, including such Subsidiaries or Persons of the Company whose activities are governed by a joint venture agreement with one or more third parties that are not Affiliates of the Company.

  • Eligible joint venture means an association of one or more small business enterprises in combination with one or more veteran-owned business enterprises, proposing to perform as a single for-profit business enterprise, in which each joint venture partner contributes property, capital, efforts, skill and knowledge. Joint ventures must have an agreement in writing specifying the terms and conditions of the relationship between the partners and their respective roles in the contract.

  • Permitted Joint Venture means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which the Borrower or a Restricted Subsidiary beneficially owns at least 35% of the shares of Equity Interests of such Person.

  • consortium or joint venture means an association of persons for the purpose of combining their expertise, property, capital, efforts, skill and knowledge in an activity for the execution of a contract;

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • Permitted Joint Ventures means one or more joint ventures formed (a) by the contribution of some or all of the assets of the Company’s or a Permitted Affiliate Parent’s business solutions division pursuant to a Business Division Transaction to a joint venture formed by the Company, a Permitted Affiliate Parent or any of the Restricted Subsidiaries with one or more joint venturers and/or (b) for the purposes of network and/or infrastructure sharing with one or more joint venturers.

  • Resident unincorporated business entity means an unincorporated business entity having an office or place of business within the Municipality.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Joint Ventures means the joint venture or partnership or other similar arrangements (other than between the Company and the Operating Partnership) in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, limited liability company member, limited partner or general partner, which are established to acquire or hold Investments.

  • Nonresident unincorporated business entity means an unincorporated business entity not having an office or place of business within the Municipality.

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Permitted Joint Venture Investment means an Investment by such Person in any other Person engaged in the Oil and Gas Business (a) over which such Person is responsible (either directly or through a services agreement) for day-to-day operations or otherwise has operational and managerial control of such other Person, or veto power over significant management decisions affecting such other Person, and (b) of which at least 30% of the outstanding Equity Interests of such other Person are at the time owned directly or indirectly by such Person.

  • Joint Venture means any joint venture, limited liability company or other Affiliate of the Company that owns, in whole or in part, on behalf of the Company any Properties, Loans or other Permitted Investments.

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

  • Women Owned Business Enterprise or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Partnership has the meaning set forth in the Preamble.

  • Joint Venture” - (Project means two or more businesses joining together under a contractual agreement to conduct a specific business enterprise with both parties sharing profit and losses. The venture is for one specific project only, rather than for a continuing business relationship as in a strategic alliance. It is about sharing risk with others and providing one or more missing and needed assets and competencies.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.