Joint Venture Contribution definition

Joint Venture Contribution means any transfer, assignment, conveyance or contribution of the Capital Stock of the Fibers Subsidiaries or all or substantially all of the assets of the Fibers Subsidiaries to a corporation, partnership, limited liability company, joint venture or other entity in which the Company and its Affiliates shall, immediately after giving effect to such transaction, beneficially, own or hold any Equity Interest in the Person to which such contribution is made, including
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Joint Venture Contribution has the meaning set forth in Section 9.05(k).
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Joint Venture Contribution means collectively, the transfer and contribution to the Joint Venture of the Contributed Subsidiaries (including their assets), the release of the Liens on the Contributed Subsidiaries and their assets created pursuant to the Loan Documents and the release of the Contributed Subsidiaries as Guarantors pursuant to the Loan Documents.
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Examples of Joint Venture Contribution in a sentence

  • Notwithstanding the foregoing, the Borrowers shall be permitted to make any Permitted Joint Venture Contribution.

  • The Joint Venture Contribution shall occur, if at all, on the Joint Venture Effective Date, provided in no event shall the Joint Venture Contribution occur more than six (6) months after the Closing Date.

  • The Administrative Agent shall have received a certificate from the chief financial officer of the Joint Venture certifying that the Joint Venture and its consolidated Subsidiaries, on a consolidated basis after giving effect to the Joint Venture Contribution, are Solvent.

  • After giving effect to the transactions contemplated by the Joint Venture Loan Documents including, without limitation the Joint Venture Contribution, the Joint Venture and its Subsidiaries shall have outstanding no indebtedness or preferred stock other than indebtedness permitted by Section 7.04 of the Joint Venture Credit Agreement.

  • In accordance with the terms of a Joint Venture Contribution and Formation Agreement, the Company and MOI contributed certain liftboat vessels and other related assets to FGH and its designated subsidiaries, and FGH and its designated subsidiaries assumed certain operating liabilities and indebtedness associated with the liftboat vessels and related assets.

  • The Joint Venture Loan Documents, the Material Joint Venture Documents and all other contracts, agreements and other related documentation of the Joint Venture Transaction and the Joint Venture Contribution shall be in form and substance satisfactory to the Administrative Agent.


More Definitions of Joint Venture Contribution

Joint Venture Contribution means any Disposition of all of the Capital Securities of the Fibers Subsidiaries or all or substantially all of the assets of the Fibers Subsidiaries to a Person (other than an Affiliate of any Borrower) in which the Company or any other Borrower will, immediately after giving effect to such Disposition, beneficially own or hold any Capital Securities in such Person to which such Disposition is made, including any such Disposition made through any Merger or any agreement to operate all or substantially all of the assets of the Fibers Subsidiaries, in each case, made in accordance with the terms of this Agreement including Section 7.2.16; provided that both before and after giving effect to any such Disposition (a) neither any Borrower nor any Subsidiary (other than an Unrestricted Subsidiary) is directly or indirectly liable pursuant to the terms of any Indebtedness of such Person to which such Disposition is being made, (b) no default with respect to any Indebtedness of such Person to which such Disposition is being made could permit (upon notice, lapse of time or otherwise) any
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Joint Venture Contribution means the contribution (excluding contributions and investments permitted by Section 7.03 or Section 7.05(other than those contributions which otherwise meet the terms of this definition and are included in Section 7.05(v)) by the Borrower or one of its Subsidiaries (the "Contributing Entity") of assets to an entity (the "Receiving Entity") in exchange for an equity interest in such entity provided (i) the nature of the equity investment and the contractual arrangements between the Contributing Entity and the Receiving Entity -2- <PAGE> shall be such that the Contributing Entity shall have no obligations with respect to the debts, obligations or liabilities of the Receiving Entity (e.g. general partnership, proprietorship, and similar interests would not qualify), and (ii) that for purposes of calculating the amount of a Joint Venture Contribution any commitment on the part of the Contributing Entity to make further contribution to the Receiving Entity shall be deemed to be a Joint Venture Contribution at the time such commitment arises rather than the time such commitment is fulfilled. "Second Amendment" shall mean the Second Amendment to Credit Agreement dated as of September 30, 2001 among the Borrower, the Agent and the Lenders. 2. Section 2.23. Section 2.23 of the Credit Agreement is hereby deleted. ------------ 3.
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Joint Venture Contribution means any payment made in cash or in capital stock of the Principal Borrower, in the form of up front fees, milestone payments or investments to a third party or joint venture the purpose of which is consistent with the Principal Borrower's current business strategy of developing and commercializing pharmaceutical technologies and products. "Joint Venture Contribution" shall expressly include payments made to a third party or joint venture as funding for research and development costs of such third party or joint venture.
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Joint Venture Contribution shall expressly include payments made to a third party or joint venture as funding for research and development costs of such third party or joint venture.
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Joint Venture Contribution means the contribution (excluding contributions and investments permitted by Section 7.03 or Section 7.05(other than those contributions which otherwise meet the terms of this definition and are included in Section 7.05(v)) by the Borrower or one of its Subsidiaries (the "Contributing Entity") of assets to an entity (the "Receiving Entity") in exchange for an equity interest in such entity provided (i) the nature of the equity investment and the contractual arrangements between the Contributing Entity and the Receiving Entity shall be such that the Contributing Entity shall have no obligations with respect to the debts, obligations or liabilities of the Receiving Entity (e.g. general partnership, proprietorship, and similar interests would not qualify), and (ii) that for purposes of calculating the amount of a Joint Venture Contribution any commitment on the part of the Contributing Entity to make further contribution to the Receiving Entity shall be deemed to be a Joint Venture Contribution at the time such commitment arises rather than the time such commitment is fulfilled.
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Related to Joint Venture Contribution

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Development Contribution means the amount of money referred to in item 5 of the Schedule;

  • Financial Contribution means a contribution from an implementing partner in the form of own risk-taking capacity that is provided on a pari passu basis with the EU guarantee or in another form that allows an efficient implementation of the InvestEU Programme while ensuring appropriate alignment of interest;

  • After-Tax Contributions means amounts withheld from an Employee’s Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Campaign Contribution means a gift, subscription, loan, advance or deposit of money or other thing of value, including the estimated value of an in-kind contribution, that is made to or received by an applicable public official or any person authorized to raise, collect or expend contributions on that official’s behalf for the purpose of electing the official to either statewide or local office. “Campaign Contribution” includes the payment of a debt incurred in an election campaign, but does not include the value of services provided without compensation or unreimbursed travel or other personal expenses of individuals who volunteer a portion or all of their time on behalf of a candidate or political committee, nor does it include the administrative or solicitation expenses of a political committee that are paid by an organization that sponsors the committee.

  • Annual Contribution means the annual payment to the Fund made by each Member in return for Coverage by the Fund for a Fund Year;

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Member contributions means all amounts paid to ASRS by a member.

  • Cash contributions means the re- cipient’s cash outlay, including the outlay of money contributed to the re- cipient by third parties.

  • Initial Capital Contribution has the meaning set forth in Section 4.1.

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Elective Contributions are amounts excludible from the Employee's gross income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the Employee's election, to a Code Section 401(k) arrangement, a Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term "Compensation" does not include:

  • Initial Capital Contributions has the meaning set forth in Section 5.1.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.

  • Common Unit Economic Balance means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.2.D hereof, divided by (ii) the number of the General Partner’s Partnership Common Units.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Elective Contribution means the Employer's contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess "annual additions" pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.6 shall be considered an Elective Contribution for purposes of the Plan. Any such contributions deemed to be Elective Contributions shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are specifically incorporated herein by reference.

  • Qualifying contribution means, with respect to a

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the annual additions to a Participant’s accounts under all Defined Contribution Plans maintained by one or more Affiliated Companies, and the denominator of which is the sum of the lesser of (i) or (ii) for such Plan Year and for each prior Plan Year of Service with one or more Related Companies, where (i) is the product of 1.25 multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for the Plan Year (determined without regard to Section 415(c)(6) of the Code), and (ii) is the product of 1.4 multiplied by the amount which may be taken into account under Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if applicable) with respect to the Participant for the Plan Year. Solely for purposes of this definition, contributions made directly by an Employee to a Defined Benefit Plan which maintains a qualified cost-of-living arrangement as such term is defined in Section 415(k)(2) shall be treated as Annual Additions. Notwithstanding the foregoing, the numerator of the Defined Contribution Plan Fraction shall be adjusted pursuant to Treasury Regulations 1.415-7(d)(1) and Questions T-6 and T-7 of Internal Revenue Service Notice 83-10.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Contributions means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.