JV LLP Subsidiaries Sample Clauses

The "JV LLP Subsidiaries" clause defines and governs the treatment of subsidiaries that are owned or controlled by a joint venture structured as a limited liability partnership (LLP). This clause typically clarifies which entities qualify as subsidiaries under the joint venture, outlining the criteria for ownership, control, or beneficial interest. For example, it may specify that any company in which the JV LLP holds a majority stake or exercises significant influence is considered a subsidiary for the purposes of the agreement. The core function of this clause is to ensure clarity regarding the scope of the joint venture’s group structure, which is essential for determining rights, obligations, and liabilities within the agreement.
JV LLP Subsidiaries. 13.8.1 The provisions of this Clause 13 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 13 to JV LLP shall be construed as being references to such JV LLP Subsidiary, references to Board shall be construed as being references to the board of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary. 13.8.2 For the avoidance of doubt, any reference to a Member in this Clause 13 (insofar as it applies to a JV LLP Subsidiary) shall continue to be a reference to such Member, and shall not be construed as a reference to the members of such JV LLP Subsidiary. 13.8.3 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 13 and the Nominee‟s articles of association, this Clause 13 shall take precedence.
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JV LLP Subsidiaries. 15.4.1 The Members and JV LLP (insofar as they are able by the exercise of their rights and powers) shall procure that any JV LLP Subsidiary shall (from the date of its incorporation) comply with the provisions of Clause 15.3 as if it applied mutatis mutandis to such JV LLP Subsidiary, provided that: (a) references in Clause 15.3 to JV LLP shall be construed as being references to such JV LLP Subsidiary; (b) references in Clause 15.3 to the Board shall be construed as being references to the board of representatives of such JV LLP Subsidiary; (c) references in Clause 15.3 to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary; (d) references in Clause 15.3 to JV LLP‟s Business shall be construed as being references to JV LLP Subsidiary‟s business; and (e) a JV LLP Subsidiary shall not have a separate Business Plan, and JV LLP‟s Business Plan shall be adopted by JV LLP Subsidiary to the extent relevant to it. 15.4.2 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 15.3 and the Nominee‟s articles of association, this Clause 15.3 shall take precedence.
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JV LLP Subsidiaries. 20.5.1 Each JV LLP Subsidiary (if any) shall establish and thereafter maintain an account in the name of JV LLP and hold the contents of each such account on trust for JV LLP. 20.5.2 Each JV LLP Subsidiary (if any) shall credit to JV LLP‟s account such proportion of the Net Profits (if any) of such JV LLP Subsidiary which the relevant JV LLP Subsidiary Board so determines in accordance with Clause 21.
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JV LLP Subsidiaries. 10.12.1 The provisions of this Clause 10 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 10 to JV LLP shall be construed as being references to such JV LLP Subsidiary; references to the Board shall be construed as being references to a board of representatives of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to representatives on the board of such JV LLP Subsidiary. 10.12.2 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 10 and the Nominee‟s articles of association, this Clause 10 shall take precedence.
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JV LLP Subsidiaries. 8.8.1 Save as set out below in this Clause 8.8, the provisions of this Clause 8 shall apply mutatis mutandis to any JV LLP Subsidiary, provided that references in this Clause 8 to JV LLP shall be construed as being references to such JV LLP Subsidiary; references to the Board shall be construed as being references to a board of representatives of such JV LLP Subsidiary; and references to Representatives shall be construed as being references to the representatives on the board of such JV LLP Subsidiary. 8.8.2 The board of any JV LLP Subsidiary shall be made up of the same number of representatives as there are Representatives on the Board, unless the Board determines otherwise, provided that unless otherwise agreed by the Members the proportionate number of Capco Representatives and TfL Representatives shall be the same as on the Board. 8.8.3 For the avoidance of doubt, any reference to a Member in this Clause 8 (insofar as it applies to a JV LLP Subsidiary) shall continue to be a reference to such Member, and shall not be construed as a reference to the members of such JV LLP Subsidiary. 8.8.4 In relation to the Nominee, where there is any inconsistency or conflict between the terms of this Clause 8 and the Nominee‟s articles of association, this Clause 8 shall take precedence.
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JV LLP Subsidiaries. 21.6.1 Subject to Clause 21.6.2, the Net Profits of any JV LLP Subsidiary shall be apportioned between JV LLP and the Nominee in the proportions 100% to JV LLP, and 0% to the Nominee. 21.6.2 JV LLP Subsidiary Board shall decide (having taken the advice of the Auditors, if appropriate) for each Accounting Period what amount (if any) of the Net Profits shall be retained by JV LLP Subsidiary in respect of: (a) reserves for general working capital purposes of the relevant JV LLP Subsidiary for the following financial year; and/or (b) reinvestment back into the relevant JV LLP Subsidiary business in accordance with the Business Plan. 21.6.3 JV LLP‟s share of the Net Profits of a JV LLP Subsidiary (after providing for reserves and/or reinvestment as set out in Clause 21.6.2) for any Accounting Period, which shall be calculated in accordance with this Clause 21, shall be paid to JV LLP or (depending on the cash flow position of the relevant JV LLP Subsidiary as JV LLP Subsidiary Board determines, if appropriate, having taken the advice of the Auditors) credited to its account with such JV LLP Subsidiary within 10 Working Days after the date upon which the annual accounts of such JV LLP Subsidiary for the relevant Accounting Period are approved by the relevant JV LLP Subsidiary. 21.6.4 If it is apparent that there has been over-payment of Net Profit to JV LLP, the amount of such over-payment shall either be carried forward as a debit on JV LLP‟s account or, where such JV LLP Subsidiary so determines and JV LLP has available cash to do so, be repaid by JV LLP in whole or in part. 21.6.5 No JV LLP Subsidiary shall make any profit distribution under this Clause 21: (a) unless there is sufficient cash available; or (b) where the same would render such JV LLP Subsidiary insolvent;
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JV LLP Subsidiaries. 12.2.1 A person shall only be admitted to a JV LLP Subsidiary as a new member thereof if its admission is approved by the Members in accordance with Clause 13 and such person executes a Deed of Adherence. 12.2.2 A member of a JV LLP Subsidiary may only resign or withdraw from JV LLP Subsidiary (and/or otherwise cease to be a member thereof) with the prior written agreement of the Members.
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JV LLP Subsidiaries. 26.6.1 The provisions of Clause 26 shall apply mutatis mutandis to any JV LLP Subsidiary (save for the Nominee, in relation to which this Clause 26 shall not apply), provided that references in Clause 26 to: (a) JV LLP shall be construed as being references to such JV LLP Subsidiary; (b) the Board shall be construed as being references to the board of representatives of such JV LLP Subsidiary;
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Related to JV LLP Subsidiaries

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of its Subsidiaries free and clear of all Liens, except those Liens pursuant to the credit and other loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary, or any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

  • Inactive Subsidiaries The Inactive Subsidiaries do not (a) have assets with an aggregate book value in excess of $1,000,000, (b) have revenue in excess of $1,000,000 in the aggregate and (c) conduct any business activities.

  • Future Subsidiaries If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.