Permitted Joint Ventures Sample Clauses

The Permitted Joint Ventures clause defines the circumstances under which parties to an agreement are allowed to enter into joint ventures with third parties without breaching the terms of their existing contract. Typically, this clause outlines specific criteria or conditions that must be met for a joint venture to be considered permissible, such as limitations on the scope of activities, required approvals, or restrictions on competing interests. Its core function is to provide clarity and flexibility, enabling parties to pursue collaborative business opportunities while maintaining compliance with their contractual obligations and managing potential conflicts of interest.
Permitted Joint Ventures amend the Permitted Joint Venture provisions to, in addition to the existing “Permitted Joint Ventures”: (a) increase the de minimis threshold on JV Minority Acquisitions to refer to €250,000,000 as the threshold amount rather than €40,000,000 and to extend the period of time for UPC Broadband to deliver a certificate in respect of such JV Minority Acquisitions to the Facility Agent from 15 to 60 days; and (b) delete any requirement to provide a business plan, acquisition business plan, or other financial projections subject however to retention of a requirement to certify pro forma compliance with the ratio of Senior Debt to Annualised EBITDA and being less than or equal to 4.50:1.00; increase time period for deliverables to within 60 days of the acquisition; provide that any certificate required may be signed by an authorized officer of the Borrower; and make such other conforming changes required to bring in line with recent Liberty precedent.
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Permitted Joint Ventures. Any entity in which Borrower has any direct or indirect ownership interest, except the Company and the Related Companies and except Prime Group Realty Services, Inc., including general partnerships, corporations, trusts and limited liability companies, which own or propose to develop industrial or office properties provided that neither Borrower or any Guarantor shall have any recourse liability for the Indebtedness of such entity. Permitted Joint Ventures existing on the date hereof are set forth in Schedule 1.3.
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Permitted Joint Ventures. Borrowers may make (i) subsequent investment in Permitted Joint Ventures existing on the Closing Date and listed on Schedule 7.11 hereto and (ii) investments consisting of the formation and capitalization of Permitted Joint Ventures after the Closing Date so long as (x) the aggregate amount of all such cash and non-cash investments does ​ ​ not exceed $1,000,000 at any one time outstanding, (y) the Loan Parties and the Subsidiaries of the Loan Parties shall not be party to more than seven (7) Permitted Joint Ventures at any time, (z) with respect to Permitted Joint Ventures formed after the Closing Date, no Loan Party or any of its Subsidiaries shall guaranty or commit to guaranteeing the obligations of any such Permitted Joint Venture without the prior written consent of Agent.
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Permitted Joint Ventures. The organizational documents of Palestine Limited Partnership shall be satisfactory in form and substance to the Agent.
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Permitted Joint Ventures. The definition of “Permitted Joint Ventures” in Section 1.126 of the Loan Agreement is hereby amended by deleting clause (f) thereof and replacing it with the following:
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Permitted Joint Ventures. Bumble Bee Foods, LLC holds a joint venture interest in Kent Warehouse and Labeling, LLC (“Kent Warehouse”), representing approximately 50% of the outstanding interests in Kent Warehouse. This joint venture engages, among other things, in the business of providing storage, labeling, shipping and related services for seafood products.
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Permitted Joint Ventures. The Borrower will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity interests, except in a transaction permitted by Section 6.4.
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Permitted Joint Ventures. Any entity in which Borrower has any direct or indirect ownership interest, except the Company and the Related Companies, including general partnerships, corporations, trusts and limited liability companies, which own or propose to develop industrial or office properties provided that neither Borrower or any Guarantor shall have any recourse liability for the Indebtedness of such entity. Permitted Joint Ventures existing on the date hereof are set forth in Schedule 1.3. Permitted Build-To-Suit Developments. Permitted Developments with respect to which, prior to the start of construction, at least sixty percent (60%) of the gross leasable area of the buildings to be constructed pursuant thereto are subject to executed Leases having an average term of not less than four (4) years and which obligate the tenants named therein to accept occupancy and commence paying rent promptly upon the issuance of a certificate of occupancy with respect thereto. Permitted Developments. The construction of any new buildings or the construction of additions expanding existing buildings or the rehabilitation of the existing buildings (other than normal refurbishing and tenant fit up work when one tenant leases space previously occupied by another tenant) relating to any Real Estate Assets of the Borrower or any of the Related Companies and each Permitted Development shall be counted for purposes of 8.3 from the time of commencement of the applicable construction work until a final certificate of occupancy has been issued with respect to such project. Permitted Liens. Liens, security interests and other encumbrances permitted by 8.2.
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Permitted Joint Ventures. Each of the Borrowers shall not, and shall not permit any Restricted Subsidiary to, hold a joint venture interest in any joint venture, or otherwise acquire or create an Unrestricted Subsidiary, unless each of the following requirements is met (each such transaction, a "Permitted Joint Venture"): (i) The board of directors or other equivalent governing body of the other participant in any such Permitted Joint Venture shall have approved such transaction (if such approval is necessary or appropriate) and, if the Borrowers shall use any portion of the Loans to fund such Permitted Joint Venture, the Borrowers also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such participant if reasonably required by the Required Banks; (ii) The business acquired, or the business conducted by the relevant joint venture shall be substantially similar or complementary to one or more line or lines of business conducted by the Borrowers and shall comply with Section 7.2.11; (iii) No Potential Default or Event of Default shall exist immediately prior to or after giving effect to such Permitted Joint Venture; (iv) The aggregate amount of the cash, property or assets contributed to such joint venture by any Borrower or Restricted Subsidiary, as the case may be, shall not exceed $25,000,000 in the aggregate for all Permitted Joint Ventures; (v) The Borrowers shall have demonstrated to the reasonable satisfaction of the Agent and the Required Banks that immediately after giving effect to such Permitted Joint Venture that (y) the Pro Forma Leverage Ratio shall be less than or equal to 1.75 to 1.00 and (z) the Pro Forma Liquidity Requirement shall have been satisfied, said compliance to be evidenced by a certificate of PDI's Chief Financial Officer demonstrating the calculations of said ratio and requirement and each significant component thereof and certifying as to the matters set forth in Section 7.2.7(iii); and (vi) The Borrowers shall have delivered to the Agent at least ten (10) Business Days before the consummation of such Permitted Joint Venture copies of any letters of intent or proposals, together with any agreements entered into or proposed to be entered into by any Borrower, Restricted Subsidiary or Unrestricted Subsidiary (which may be in draft form, if that is the only form available at such time) in connection with such Permitted Joint Venture, and shall have delivered to the Agent such other informat...
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Related to Permitted Joint Ventures

  • Investments; Joint Ventures Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Holdings and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Foreign Subsidiaries of Holdings may make and own Investments in Foreign Cash Equivalents; (iii) Holdings may continue to own the Investments owned by it as of the Effective Date in Company, and Company and its Subsidiaries may continue to own the Investments owned by them as of the Effective Date in any Subsidiaries of Company and make additional Investments in such Subsidiaries that are Subsidiary Guarantors; (iv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and 7.1(v); (vi) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vii) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3(vii) annexed hereto; (viii) Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection with the acquisition of such capital stock; (ix) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (x) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xi) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (xii) Holdings may make equity contributions to the capital of Company; (xiii) Company and its Domestic Subsidiaries may make and own Investments consisting of cash capital contributions (in addition to cash contributions made prior to the Effective Date and set forth on Schedule 7.3(xiii) annexed hereto) to Foreign Subsidiaries of Company, or the capitalization or forgiveness of any Indebtedness owed to them by a Foreign Subsidiary and outstanding under subsection 7.1(v); provided that the sum of (x) aggregate amount of such contributions, capitalization and forgiveness made after the Effective Date, plus (y) the aggregate outstanding principal amount of Indebtedness of the type permitted under subsection 7.1(v), shall not exceed the amounts set forth in subsection 7.1(v) at the times set forth therein; (xiv) Company and its Subsidiaries may make and own Investments in Subsidiaries acquired pursuant to Permitted Acquisitions under subsection 7.7(xiv); provided, however, that (1) the sum of the aggregate fair market value of all Investments (determined at the time any Investment by Company and its Subsidiaries is made in any non-wholly owned Subsidiary) by Company and its Subsidiaries in all non-wholly owned Subsidiaries acquired pursuant to clause (A) of subsection 7.7(xiv)(b) and any amounts advanced as to such non-wholly owned Subsidiaries pursuant to subsection 7.1(xviii) shall not exceed 10% of Total Assets at the time of such Investment (with the fair market value of each such Investment being measured at the time made and without giving effect to subsequent changes in value) (it being understood that changes in value of all such outstanding Investments shall be given effect in calculating Total Assets at the time of the making of any new Investment proposed to be made pursuant to this subsection 7.3(xiv), but that changes in value of any Investment which occur subsequent to the making of such Investment cannot result in a breach of this covenant unless a further Investment is made which is purported to be made pursuant to this subsection 7.3(xiv) at a time when (A) the sum of (x) the fair market value of all outstanding Investments made pursuant to this subsection 7.3(xiv), with such fair market value measured at the time of making of each such outstanding Investment, plus (y) the fair market value, measured at such time, of such further Investment, exceeds (B) 10% of Total Assets, measured at such time and giving effect to all changes in value of all outstanding Investments); and (2) no amount shall be paid to any Persons other than Company and its Subsidiaries as a dividend or other distribution, direct or indirect, on account of the equity interests held by such Persons in any Subsidiary acquired pursuant to such Permitted Acquisitions unless Company and its Subsidiaries holding equity interests in such acquired Subsidiary simultaneously receive a ratable dividend or distribution (except that such non-wholly owned Subsidiaries may (I) repurchase, in an aggregate amount of up to $1,000,000 in any Fiscal Year (plus an amount equal to the lesser of (X) the amount of such repurchases permitted under this clause (I) to be made during one or more preceding Fiscal Years but not made during such preceding Fiscal Years and (Y) $3,000,000), shares of their own capital stock from officers and other employees following termination of employment of any such officer or employee by reason of death, disability, discharge, retirement or resignation, and (II) pay distributions to holders of equity interests in any such non-wholly owned Subsidiary which is a “pass-through” entity for income tax purposes, so long as such distributions are solely in respect of the income of such non-wholly owned Subsidiary which is allocable to, and taxable with respect to, such holders; (xv) Company and its Subsidiaries may make and own Investments consisting of notes received in connection with any Asset Sale limited to 20% of the total sale price of the assets sold in such Asset Sale; provided that the aggregate principal amount of such notes at any time outstanding shall not exceed $5,000,000; (xvi) Company and its Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of Company’s or such Subsidiary’s business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; (xvii) Holdings and its Subsidiaries may make and own Investments permitted under subsection 7.7(xi), 7.7(xii) and 7.7(xiii); (xviii) Company and its Subsidiaries may make and own Investments in wholly owned Domestic Subsidiaries of Company consisting of intercompany Indebtedness of such Subsidiaries converted to equity Investments, provided that the underlying intercompany Indebtedness was permitted hereunder at the time of such conversion; (xix) Company and its Subsidiaries may make and own Investments not otherwise permitted under this subsection 7.3 so long as immediately prior to the making of each such Investment the Excess Proceeds Amount exceeds the amount of such Investment being made; and (xx) Company and its Subsidiaries may make and own any Investment having a fair market value, together with (y) the fair market value of all other Investments made pursuant to this subsection 7.3(xx) and (z) all other Investments made pursuant to subsection 7.11, not exceeding in the aggregate $20,000,000 at the time of such Investment (with the fair market value of each such Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that Company and its Subsidiaries (1) shall be in pro forma compliance with the covenants set forth in subsection 7.6 and (2) concurrently with the making of any such Investment, shall pledge or cause to be pledged to the Collateral Agent as security for the Obligations (x) any capital stock or other equity interests acquired by Company or any of its Subsidiaries as a result of any such Investment, except (in the case of an Investment in a Joint Venture) to the extent such pledge is expressly prohibited under the terms of the documentation relating to such Investment, and (y) any intercompany indebtedness representing loans made by Company or any of its Subsidiaries in connection with any such Investment; provided, however, that nothing in this subsection 7.3(xx) shall be construed to require, in the case of an Investment in a Subsidiary, that the capital stock of such Subsidiary be pledged to a greater extent than is required under the Collateral Documents. For the avoidance of doubt, the amount of any Investment shall be the original cost of such Investment plus the cost of additions thereto, without any adjustment for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment less, in the case of subsection 7.3(xx) only, Cash proceeds realized by Company or a Subsidiary pursuant to any sale or disposition of such Investment.

  • Not a Joint Venture Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for goods and services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of the State. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.