JV Agreement definition

JV Agreement has the meaning set forth in the Recitals.

JV Agreement each partnership or limited liability company agreement (or similar agreement) between a North American Group Member or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

JV Agreement will have the meaning set forth in the recitals to this Agreement.

Examples of JV Agreement in a sentence

• This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the subject matter hereof and no party hereto shall be entitled to other benefits than those specified herein, other than the JV Agreement and the provisions thereof (including, without limitation, the provisions of Section 10.01).

• The Redeemed Member has not breached, and/or is not in default under, the JV Agreement or any other agreement or arrangement to which it is subject or a party and that no distribution, fee, reimbursement or other amount is owed or payable to the Redeemed Member under the JV Agreement and/or otherwise by the Company or any direct or indirect subsidiary or affiliate of the Company.

• The tax implications and consequences of the Redemption shall be as provided in the JV Agreement and applicable tax law.

• For the avoidance of doubt, each party hereto hereby acknowledges and agrees that the provisions of this Agreement and Section 10.01 of the JV Agreement shall be interpreted and read together and applied in a manner that the Managing Member reasonably determines would give effect to all of such provisions, with neither this Agreement nor the JV Agreement having priority over the other.

• The tax implications and consequences of the Membership Interest shall be as provided in the JV Agreement and applicable tax law.

More Definitions of JV Agreement

JV Agreement means each partnership or limited liability company agreement (or similar agreement) between a Loan Party or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

JV Agreement shall have the meaning set forth in the introductory paragraph hereto. “JV Bank Account” shall have the meaning set forth in Section 8(f).

JV Agreement means the Amended and Restated General Partnership Agreement of DCP SC Texas GP, dated as of the Closing Date.

JV Agreement means the amended and restated joint venture agreement in respect of the Côté Project dated as of June 28, 2019 by and among the Borrower, the SMM Subsidiary and Sumitomo Metal Mining Co. Ltd., and further amended pursuant to a Side Letter dated June 28, 2019, Trigger Acknowledgement Letter dated July 29, 2019, Extension Letter dated December 23, 2019, Acknowledgement and Confirmation Letter dated May 8, 2020, Side Letter dated April 27, 2022, Amending Agreement dated July 27, 2022 and funding and amendment agreement dated on or about December 19, 2022, and as further amended, restated or supplemented from time to time in compliance with the terms of this Agreement.

JV Agreement means that certain Limited Liability Company Agreement of PIMHH dated as of the Closing Date by and between PRISA LLC and Ashford Sponsor.

JV Agreement shall have the meaning set forth in the first WHEREAS clause of this Agreement.

JV Agreement means the Joint Venture Agreement, of even date herewith, by and among NWIP, NPI and the Company.