JV Closing definition
Examples of JV Closing in a sentence
Purchaser shall and shall ensure that its Affiliates shall use best efforts to support Seller during its negotiations with the Relevant JV Partners and to actively encourage the Relevant JV Partner to agree with the intended distribution of Cash of the JV Minority Participations to the to the Relevant JV Share Seller and the Relevant JV Partner at the Relevant JV Closing Date.
Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the JV Closing shall have occurred.
The Transferred JV Interests and the Delayed JV Closing Assets shall not be transferred to a Transferred Subsidiary at or prior to the time of the Distribution unless subsequently transferred to a Parent Entity at a closing pursuant to Section 2.01(e)(iii) (a “Delayed JV Closing”, and the date of a Delayed JV Closing, the “Delayed JV Closing Date”).
The JV Closing shall take place at such time on the JV Closing Date as shall be agreed by the Parties at the offices in Toronto, Ontario of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, legal counsel to the GF Parties, or such other place as may be agreed by the Parties.
Immediately following its incorporation and at all times prior to the JV Closing Time, ▇▇ ▇▇▇▇▇ will have one issued and outstanding ▇▇ ▇▇▇▇▇ Share, with a nominal value of US$1.00, that will be owned by Asanko, it will conduct no business of any kind whatsoever, and it will have no assets other than cash and no liabilities of any kind whatsoever.
Upon payment of such amounts and the satisfaction of all other conditions to the JV Closing set out herein, each of Mineco, Exploreco and ▇▇ ▇▇▇▇▇ shall register, issue and deliver certificates or other instruments representing such loan or shares in accordance with the written directions of the GF Parties to be provided to them not less than two Business Days prior to the JV Closing Date.
The Parties agree and acknowledge that the sale and/or transfer of the JV Shares is subject (i) to the Relevant Prevention Rights and (ii), with respect to the transfer of the Chinese JV Shares, to the Chinese JV Sale Approval and the Chinese JV Closing Conditions.
The due date of the Interim Loan (the “Interim Loan Due Date”) will be the earlier of (i) the JV Closing Date, (ii) the date that is thirty (30) days after written demand for repayment is made by GF Orogen, which demand may be made at any time after six (6) months following the date of the advance of the Interim Loan to ▇▇ ▇▇▇▇▇.
No Losses may be recovered from the GF Parties pursuant to Section 7.2 unless a Claim Notice is delivered by any Asanko Indemnified Party on or before the date that is 18 months after the JV Closing, provided, however, that in the event of fraud relating to a representation or warranty of the GF Parties or any one of them, then notwithstanding the foregoing, any Asanko Indemnified Party shall be entitled to deliver a Claim Notice at any time for the purposes of such claim.
Asanko has complied, or will have complied, in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the JV Closing Time in connection with the transactions contemplated by this Agreement.