Examples of ELSBURG JV in a sentence
Each VENTURER covenants and agrees not to withdraw or to attempt to withdraw from the ELSBURG JV without obtaining such consent.
The principal place of BUSINESS of the ELSBURG JV shall be the PROPERTY or at such other place or places as the VENTURERS may from time to time select.
Upon the liquidation of a VENTURER’s interest in the ELSBURG JV, at the end of the financial year of the ELSBURG JV in which such liquidation occurs or 90 (ninety) days after the date of such liquidation, whichever is later, such VENTURER shall pay to the ELSBURG JV in immediately available funds an amount equal to the deficit, if any, in such VENTURER’s capital account and such funds shall be distributed in accordance with the provisions of clause 25.4 supra.
On or before the last day of February of each calendar year, the VENTURERS shall cause to be prepared by the AUDITORS and delivered to each VENTURER at the expense of the ELSBURG JV, an annual report of the financial affairs relating to the preceding financial year containing an unaudited balance sheet and profit and loss and cash flow statements.
The receivables of the ELSBURG JV shall be collected, and its assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof.
The VENTURERS shall execute all such instruments for facilitating the collection of the ELSBURG JV receivables and the liquidation of the ELSBURG JV assets and for the mutual indemnity and release of the VENTURERS as may be requisite or proper.
Upon application to any court of competent jurisdiction, the ELSBURG JV shall be entitled to an order against any PERSON violating or about to violate the provisions hereof, requiring specific performance of any of the provisions herein.
In the event a VENTURER shall decide to DISPOSE of all or any part of its PERCENTAGE INTEREST (“Offered Percentage Interest”) pursuant to a BONA FIDE OFFER, such VENTURER shall give written notice, setting forth in full the terms of such BONA FIDE OFFER and the identity of the offeror(s), to the ELSBURG JV and the other VENTURER.
Accordingly, except as otherwise specifically provided for in the AGREEMENT, no VENTURER shall have the right to sell, transfer, encumber or otherwise DISPOSE of all or any part of its PERCENTAGE INTEREST in the ELSBURG JV, whether voluntarily, involuntarily or by operation of law, or assign or create a beneficial interest in its share of DISTRIBUTABLE CASH except as provided in this clause 22.
The ELSBURG JV’s indemnification obligations hereunder shall apply not only with respect to any PROCEEDING brought by the ELSBURG JV or a VENTURER but also with respect to any PROCEEDING brought by a third party.