Joint Venture Entities Sample Clauses
The 'Joint Venture Entities' clause defines the specific business entities that are formed or utilized by the parties for the purpose of carrying out a joint venture. This clause typically outlines the structure, ownership, and governance of these entities, specifying how decisions are made and how profits and liabilities are shared among the parties. By clearly identifying and regulating the joint venture entities, this clause ensures that all parties understand their roles, responsibilities, and the legal framework governing their collaboration, thereby reducing the risk of disputes and providing a clear operational structure for the joint venture.
Joint Venture Entities. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, in no event shall the Joint Venture Entities be Acquired Entities for purposes of the calculation of the Estimated Base Purchase Price or the Final Base Purchase Price (or any of the components thereof).
Joint Venture Entities. The operative agreements to which any Company or Company Subsidiary is a party relating to their investment in any Joint Venture Entity is set forth on Section 3.16 of the Seller Disclosure Letter (each such agreement, a “Joint Venture Agreement”). Except as set forth in the Joint Venture Agreements, no Seller, Company or Company Subsidiary has any contractual obligation to (a) make any additional capital contributions to any Joint Venture Entity, (b) purchase any securities of any Joint Venture Entity, (c) make any loans to any Joint Venture Entity, other than in the ordinary course of business, consistent with past practice or (d) otherwise provide any financial assistance or support of any kind to any Joint Venture Entity, other than in the ordinary course of business, consistent with past practice.
Joint Venture Entities. Schedule A-3 contains a list of each Member that is not directly or indirectly wholly owned by USFCA and sets forth the authorized and outstanding capital stock of each such Joint Venture Entity. The number of the outstanding shares of capital stock of each such Joint Venture Entity as shown on such Schedule are owned of record and beneficially by direct or indirect wholly-owned Subsidiaries of USFCA, as indicated on such Schedule, free and clear of any and all Encumbrances, except those created by or on behalf of the Buyer and Permitted Encumbrances. The outstanding shares of capital stock of such Joint Venture Entities which are indirectly owned by USFCA have been duly authorized and validly issued, and are fully paid and nonassessable. None of such Joint Venture Entities has any outstanding options, warrants, rights or subscriptions, or has entered into or incurred any other binding commitment or obligation which remains enforceable to issue or sell any shares of its capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or has granted to any Person any right which remains enforceable to subscribe for or acquire from it any shares of its capital stock, and no such securities, obligations or rights are outstanding.
Joint Venture Entities