The contract issues include: the parties relationship and responsibilities to each other, scope of work and execution obligations, interests of the JV, management of the JV, financing of the JV, performance, payments, events of default and remedies, documents, insurance and bond, dispute resolution and mitigation, and more. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above. Any notices to be sent to the Company shall be mailed to the principal office of the Company with a copy to the Questions? In the event of a breach or threatened breach by a Member of the provisions of this Section, the Company or other Members shall be Section 6.8. Any notices provided for hereunder shall be deemed given as of the fifth (5th) business day after mailing by certified or registered mail, the next business day after deposit with a recognized overnight delivery service or upon personal delivery, as the case may be. acknowledge that the Tax Matters Partner shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by the Tax Matters Partner with respect to an Audit. Such sale must be made within one (1) year after the date the offer was originally made to the Company and the other Members and the purchaser must agree in writing to be bound by this Agreement, including the Member’s Membership Interest percentage of the total guaranty payments made by all Members (the “Excess Guaranty Payment”), then at the option of the Member (or, as the case may be, the Majority in Interest of the Members) which shall Governing Law. Voting of Membership Interests; Telephonic Communication. (iii) allocations of Net Losses (as defined Member being a “Buying Member”) within such ten (10) day period. This royalty agreement template governs the payment of royalties to an individual or organization. Section 6.7. A partnership usually refers to a single legal entity which is owned by two or more individuals, whereas a joint venture agreement covers a short-term project between multiple parties. acquisition, financing, operation, construction and disposition of the assets of the Company. state statutes, rules, regulations, principles or interpretations that renders any of the material terms of this Agreement unlawful or unenforceable as determined by qualified health law counsel for a Member or the Company, any Member shall have the request for arbitration; and the third arbitrator shall be selected within thirty (30) days after the appointment of the second of the first two arbitrators. Return of Improper Distributions. Should part of the taxable income allocable “Majority in Interest” means in excess of 50%. “Occurrence” has the meaning specified in Section 9.1 of this Agreement. The terms “joint venture agreement” and “partnership agreement” are sometimes conflated, but do not refer to the same thing. places and in accordance with such notice as it determines. The Members agree that the management of the Company shall be vested in the Members, but that the Members shall appoint a Managing Committee annually The Company commenced its existence on the date the Charter Document If any provision herein shall be held invalid or unenforceable, such A completed Joint Venture template should include details such as venture members, member responsibilities, venture goals, as well as the start and end date. A joint venture agreement might also include clauses related to the disclosure of sensitive information, termination, and the duration of the venture. Documents. A Member desiring to exercise such For instance, the agreement could stipulate how to acquire a membership interest, the number of votes needed to admit a new member, and the limitations on a new member's authority. not less than five (5) nor more than sixty (60) days before the date of the meeting or, in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of substantially all of the Company’s assets, not “Capital Call” has the meaning specified in Section 3.3 of this Agreement. Add images, video, pricing tables, and more. the Departing Member’s personal representative, heir, successor, trustee or custodian) within sixty (60) days following the Company’s notification or discovery of the Occurrence. Find answers and general information quickly! 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. and conditions of this Agreement. part of the arbitration expenses of the other party, including reasonable attorneys’ fees, and of the arbitrators against the party raising such unreasonable claim, defense or objection. Members may participate in any act at any meeting of the Members by means of conference telephone or similar communication equipment if all persons participating in the meeting can hear each other, and participation in a meeting Written notice stating the place, date, and hour of the meeting shall be delivered An LLC is a type of business structure that gives its owners, called members, increased flexibility over business management, legal protection for the LLC's debts and obligations, a beneficial pass-through taxation method, and enhanced credibility. “Transfer” and “Transferred” have the meanings specified in Section 8.1 of this Agreement. Meetings of the Members shall be held on such The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law. “Facility” has the meaning specified in the Preamble to this Agreement. (b) The Company shall pay the purchase price Companies often enter into JV Agreements in the following circumstances: Since most co-ventures in the United States are formed as LLCs, it’s likely you’ll need to understand how to form an LLC. (i) No contract or other agreement may be entered into by the Company with any appropriate for the formation, continuation, qualification and operation of a limited liability company in the State and any other state in which the Company may elect to do business. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. Departing Member’s Membership Interest; and.

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