Joint Contribution Agreement definition
Examples of Joint Contribution Agreement in a sentence
The venue of any judicial proceeding for the breach, or enforcement at law or equity, of this Agreement shall be determined under Section 13 of the Joint Contribution Agreement.
Notwithstanding any contrary provision of this Agreement or the Joint Contribution Agreement, Metroplex shall not be required to incur any Development Costs that either (i) are not included in such a Development Budget; or (ii) would generally be incurred, under commonly accepted practices for similar developments in Clar▇ ▇▇▇nty, Nevada, with respect to a parcel after it is subject to a Commitment.
Notwithstanding any provision of this Agreement to the contrary, the Company may be dissolved under the conditions set forth in Section 9 of the Joint Contribution Agreement.
Payments under this Article 7 shall for tax purposes be treated as an adjustment to the Boot and Contributed Cash in accordance with Article 3 of the Joint Contribution Agreement to the extent permitted by law.
Metroplex shall pay or advance to the Company all of the Development Costs incurred for developing each parcel of the Joint Venture Property and the Cable Property, to the extent provided in Section 8(c) of the Joint Contribution Agreement, until such parcel is subject to a binding commitment to be sold or leased (to a primary tenant) by the Company (a "Commitment").
The rights and remedies of the parties hereunder shall be governed exclusively under the Joint Contribution Agreement.
The Members have organized the Company as of the Effective Date pursuant to Minnesota Statutes, Chapter 322B (the "LLC Act"), by filing Articles of Organization described in Section 1.1 below and agreeing to make capital contributions pursuant to their Joint Contribution Agreement attached hereto as EXHIBIT A, which have been accepted by a unanimous action of the Company's Board of Governors dated as of the Effective Date.
With respect to those employees of Bayer or its Affiliates engaged in the performance of services, the provisions of Section 11.5(e) of the Joint Contribution Agreement shall apply until the termination of the provision of such services.
To the extent required by paragraph (a) and/or paragraph (b) of Section 9 of the Joint Contribution Agreement, special allocations of Profits or Losses shall be made to the appropriate Appointing Member; and such Member's Capital Account shall be increased or decreased to correspond with any such allocation.
In the event of any conflicts between the provisions of this Agreement and the Joint Contribution Agreement, the provisions of the Joint Contribution Agreement shall prevail and control except with respect to Sections 7.1 and 7.2 hereof.