JV LLC Agreement definition

JV LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of Dow-Mitsui Chlor-Alkali LLC, dated as of March 29, 2011, between TDCC and the JV Partner.

JV LLC Agreement means the Amended and Restated Limited Liability Company Agreement of DCP East Texas Holdings, LLC dated July 1, 2007, and from and after the Effective Time, as amended and restated by the Second Amended and Restated Limited Liability Company Agreement, dated April 1, 2009.

JV LLC Agreement means the Amended and Restated Limited Liability Company

Examples of JV LLC Agreement in a sentence

• All of the outstanding shares or other Equity Interests of each such Subsidiary owned by the Company or any other Subsidiary are validly issued and outstanding and, to the extent applicable, fully paid and not assessable, and all such shares or other Equity Interests are owned, beneficially and of record, free and clear of all Liens other than restrictions on transfer imposed by applicable law (or, in respect of the Permitted JV, pursuant to the Permitted JV LLC Agreement).

• For the avoidance of doubt, following the Closing, nothing in this Agreement will limit any remedies available to a Party under the JV LLC Agreement, the JV Letter Agreement or the Newco LLC Agreement after the Closing.

• Upon consummation of the Transactions, Buyer will own (i) JV HoldCo Interests representing indirect ownership of the Buyer Ownership Percentage of the Company Interests and, indirectly, (ii) the Buyer Ownership Percentage of the Company Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicable securities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.

• Except as otherwise expressly amended or modified hereby, all of the terms and conditions of the LLC Agreement and the JV LLC Agreement shall continue in full force and effect.

• The Members acknowledge that JV Member has the right, pursuant to Section 7.02 of the Property Owner JV LLC Agreement, to liquidate JV Member’s interest in the Property Owner JV.

More Definitions of JV LLC Agreement

JV LLC Agreement means the Amended and Restated Limited Liability Company Agreement of DCP East Texas Holdings, LLC dated July 1, 2007, and from and after the Effective Time, as amended and restated by the Second Amended and Restated Limited Liability Company Agreement. “Laws” shall mean all applicable statutes, laws (including common law), regulations, rules, rulings, ordinances, orders, restrictions, requirements, writs, judgments, injunctions, decrees and other official acts of or by any Governmental Authority. “Lien” shall mean any lien, mortgage, pledge, claim, charge, security interest or other encumbrance, option or defect on title. “LIBOR” shall mean the British Bankers’ Association interbank offered rates as of 11:00 a.m. London time for deposits in Dollars that appear on the relevant page of the Reuters service (currently page LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service) that displays such British Bankers’ Association rates. “Limited Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of MLP dated as of November 1, 2006, as amended by Amendment No. 1 dated April 11, 2008, and from and after the Effective Time, as amended by Amendment No. 2. “Loss” or “Losses” shall mean any and all damages, demands, payments, obligations, penalties, assessments, disbursements, claims, costs, liabilities, losses, causes of action, and expenses, including interest, awards, judgments, settlements, fines, fees, costs of defense and reasonable attorneys’ fees, costs of accountants, expert witnesses and other professional advisors and costs of investigation and preparation of any kind or nature whatsoever. “Material Adverse Effect” shall mean a single event, occurrence or fact, or series of events, occurrences or facts, that, alone or together with all other events, occurrences or facts (a) would have an adverse change in or effect on the Entities or the Assets (including the cost to remedy, replace or obtain same) taken as a whole, in excess of $2,250,000 or (b) would result in the prohibition or material delay in the consummation of the transactions contemplated by this Agreement, excluding (in each case) matters that are generally industry-wide developments or changes or effects resulting from changes in Law or general economic, regulatory or political conditions. 8

JV LLC Agreement means that certain Third Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, dated as of December 22, 2015, by and between Purchaser JV Member and Seller.

JV LLC Agreement means the LLC Agreement of JV LLC, dated as of August 7, 2006, as amended, supplemented, amended and restated or otherwise modified from time to time.

JV LLC Agreement means the Limited Liability Company Agreement of Tanana Gold, LLC, to be entered into by Core Alaska, LLC and Royal Alaska, LLC, as it may be amended from time to time.

JV LLC Agreement as defined in the Recitals.

JV LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Double E Pipeline, LLC, dated as of June 26, 2019, by and among the Exxon Member, the Borrower, the Double E Joint Venture, solely for purposes of acknowledging its agreement to Section 9.4 therein, and any other parties thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under the Loan Documents.

JV LLC Agreement means that certain Amended and Restated Limited Liability Company Agreement, dated as of December 31, 2004, by and among Ramius HVB Partners, LLC (n/k/a Ramius Fund of Funds Group LLC, HVB Alternative Advisors Inc., Bayerische-Hypo-Und Vereinsbank AG, C4S & Co., LLC, Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxxx.