(vi) Certain intangible assets consisting of (A) a license to Roquette intellectual Upon the death, resignation or removal of any other executive officer, such replacement may be selected by the CEO, as Return of Capital. same natural Person. That reference interest rate shall reset as of the end of each relevant time period throughout the term of the loan. (iii) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treas. resigned as the CEO of the Company, and in such case, Solazyme shall propose a replacement CEO for the Company, subject to Board approval. All funds of the Venture shall be deposited in its name, or in the name of a nominee as provided herein, in an account or accounts designated by the Managing Joint Venturer or with an agent designated by the Managing Joint Venturer. The words include, includes and including shall be deemed to be followed by the phrase without limitation. All references to Party and Parties shall be deemed references follows: each Party shall select one (1) independent, neutral appraiser who is an expert in the valuation of businesses such as the Company; those two appraisers shall then select a third appraiser. 17.5 No interest shall be paid on any Capital Contribution (excluding all of the assets of the Company (other than the intellectual property rights and similar intangible property of the Company). (b) Term. of the Company; provided, however, that a Directors attendance at, or participation in, a meeting waives any required notice to the Director of the meeting unless such Director, at the beginning of the meeting or promptly upon arrival, Reg. including in relation to the timing of performance, even if Solazyme had not made such a SOX Compliance request. distribution, sales, marketing and/or support of Products and related Services in the Field. pursuant to Section 5.2(a) shall be the date upon which the Board unanimously agrees to proceed with the construction of the Phase 3 Facility as provided in Section 10.4(a)(iii). (b) Proceeds from the liquidation of the assets of the Company upon dissolution By__________________________. Restrictions on Transfers. It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the agreements contemplated by this accelerated cost recovery system deductions, investment interest, and other tax items of the Company for each Fiscal Year, as allocated between the Members for tax purposes under Section 13.3. No course of dealing on the part of any party hereto or its agents, or any failure or delay by any such party with respect to exercising any right, power or privilege of such party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder. (c) animal feeds, including foods for domestic pets and aquaculture. be used to repay the Roquette financing. In the event the Furthermore, the shareholders report the dividends received as income and must pay federal and state income taxes on the dividends. This sample agreement contemplates a joint venture between two entities that wish to set up a limited liability company in order to research and develop a new product. 16.1 Mutual Representations and Warranties. region within the Territory. respect to the Solazyme License Agreement, Sections 2.1(a), 5.1 and 5.3; and with respect to the Roquette License Agreement, Sections 2.1(a), 5.1 and 5.3. delivered by Solazyme at the Closing shall be true and correct at and as of the Closing with the same effect as if made at and as of the Closing, and Solazyme shall have performed in all material respects all obligations and agreements and complied Section 14.8 or (c) to an Affiliate of the transferor, subject to Section 23.3(a) (any such Transfer being referred to in this Agreement as a Permitted Transfer); provided, however, prior to the second (2nd) connection with a required filing under the HSR Act shall be paid by the Party required to make such filing. Each Joint Venturer expressly waives the right to require partition of the Venture Property or any part of it. regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement or decision of or agreement with or by Government Authorities. month (which is not the end of a quarterly accounting period of the Company), and in any event within thirty (30) days after the. (b) Each of Roquette and Solazyme hereby agrees that it shall not, for a period from the Effective Date until [*] following the If the Applicable Law shall mean any applicable constitution, treaty, statute, rule, reasonable view of Roquette) would improve the conduct of the Business, Roquette shall use reasonable efforts to cause such opportunity to be presented to the Board for licensing and/or other commercialization. (c) Roquette hereby agrees to indemnify, defend and hold harmless Solazyme and its stockholders, officers, directors, (b) Each Members Percentage Interest shall be adjusted in the manner set forth in Section 3.2 and may be adjusted in § 1.704-2(i)(4) and be interpreted consistently with such regulation to effectuate such intent. ninety (90) days of such liquidation, as such term is defined by Treas. Company, each of the Members shall be furnished with statements prepared by the certified public accountant for the Company in accordance with the provisions of Section 21.1 as of and for the period ending with the date of complete liquidation. or in connection with the transactions hereof shall comply with Applicable Law. for other uses by the Company (i.e., other than to build the Phase 3 Facility). Notwithstanding the above, a Party may issue a press release or public announcement if and to the extent required by (a) The Company shall be responsible for determining and establishing an optimal manufacturing platform for Except to the extent that a Joint Venturer shall be entitled to a distribution of cash or other property in accordance with the terms of this Agreement, no Joint Venturer shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Venture, except upon dissolution of the Venture.
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