JV Participants definition
Examples of JV Participants in a sentence
The PGI Parties acknowledge that the Letter of Transmittal from the Holders of the JV Participants is required to be delivered to the Company and/or the Agent as of the closing of the JV Merger and the concurrent closing of the IPO pursuant to the JV Merger Agreement and if so delivered, the Restrictive Legend with respect to the IPO Escrow will not be placed on the REIT Shares to be issued to the JV Participants.
Furthermore, pursuant to its applicable merger agreement (the “JV Merger Agreement”) pursuant to which the JV Participants (as defined below below) will merge with and into the Company or a newly-formed subsidiary of the Company (the “JV Merger”), the Company will also on the Effective Date issue IPO Consideration to the Holders of the Participants identified on Schedule 1 as the JV Participants (the “JV Participants”) in accordance with the Letter of Transmittal (defined below).
The Access Holder warrants that it enters into this Agreement as agent for the JV Participants in their respective percentage interests in the Joint Venture from time to time.
The Study Funder warrants that it enters into this Agreement as agent for the JV Participants in their respective percentage interests in the Joint Venture from time to time.
For the avoidance of doubt, where a Suspension Event or Termination Event is attributable to or relates to an act or omission of one or more (but not all) of the JV Participants, Aurizon Network will be entitled to suspend or terminate (as applicable) this Agreement under clauses 26 and 28 (as applicable) despite the Suspension Event or Termination Event (as applicable) not being attributable to or relating to an act or omission of all of the JV Participants.
The Customer warrants that it enters into this Agreement as agent for the JV Participants in their respective percentage interests in the Joint Venture from time to time.
Such JV Participant has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such JV Participant is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such JV Participant is a party, and to perform such JV Participant's obligations under this Agreement and each of the Transaction Documents to which such JV Participant is a party.
This Agreement shall not confer any rights or remedies upon any Person other than the JV Participants and their respective successors and permitted assigns.
Should any such fact or condition require any change in the Schedules to this Agreement if the Schedules to the Agreement were dated the date of the occurrence or discovery of any such fact or condition, DFT will promptly deliver to the Company and the JV Participants a supplement to the Schedules to the Agreement specifying such change; provided, however, that such delivery shall not materially adversely affect any rights of the JV Participants set forth herein.
The Company is a joint venture established by the contribution of the JV Participants of the assets, interests and securities as generally described on Schedule 5.1 hereto, in each case free and clear of all Liens, except Permitted Liens.