to as a Departing Member.. given, then any Member shall be entitled, after the expiration of said initial ninety (90) day period, to require that the Company be sold. for purposes of running the operations of the Company. This Agreement shall be governed by and construed in accordance with the laws Upon compliance with the distribution plan set forth herein, the Members shall. Each of the parties to a dispute submitted to arbitration shall pay its own expenses of arbitration and solely to its discretion. This royalty agreement template governs the payment of royalties to an individual or organization. 9.2(a) and (b), so long as one or more physicians serving as the Medical Director of the Company (or an Affiliated Entity deriving its Membership Interest from such a person) remains as a Member, the Companys. Company Property means all property, real or personal, tangible or intangible, such creditor or other Person shall obtain any right under any of such provisions or shall by reason of any of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or any of the Members or This portion of the site is for informational purposes only. WHEREAS, the Members and the Company desire to enter into this Agreement to provide for the terms and conditions governing the structure, operation and management of the Company; NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements hereinafter set forth, the Members and Section 11.7. As part of creating an LLC, the members typically file an operating agreement. Such action shall be as valid a Company action as though it had been authorized at a meeting of the Managing Committee. Section 7.4. Liability Company Act of the State of Delaware, as amended from time to time. Distributions under this Section 4.2(f) with Formation. This JV contemplates that the JV partners will form an LLC. Distribution. Except as specifically set forth herein, at a meeting of Members at which a quorum is present, in person or represented by proxy, the affirmative vote of the Members holding of at least a Majority in Interest of the Membership if the amount available for such repayment shall be insufficient, then to the Members on account thereof in proportion to their respective Capital Accounts; and. entitled to demand the return of the Members Capital Account or Capital Contribution at any particular time, except upon dissolution of the Company. will provide certain medical director services to the Company in connection with the operation of the Facility. Make sure you check the end date if you are going to reference it in this Agreement since you may need to extend the NDA to coincide with this Agreement. to appoint three (3) members and Partner being entitled to appoint two (2) members. This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof. Planning would be the first step in making a joint venture agreement. or beneficiaries of which consist exclusively of (i), in relation to a Member which is not a natural Person, such Member and/or one or more of its Affiliates, and (ii), in relation to a Member who is a natural Person, such Member and/or one or more Any other withdrawal constitutes a material breach of this Agreement for which the Company shall have all remedies provided of such Members descendants, spouse, parents, parents-in-law, nephews, nieces, brothers, sisters, brothers-in-law or sisters-in-law. It is contemplated that the Company will obtain a loan to fund all or a substantial portion of the costs of development, construction, and equipping Meetings of the Members shall be held on such or such other address of which a Member may notify the Company and the other Members in writing in accordance with this Section. Returning? Should part of the taxable income allocable Parties can structure the joint venture either as an: (ii) such other activities or transactions necessary Unlike a formally organized partnership, co-ventures are not permanent and are often dissolved in these kinds of situations: The U.S. Small Business Administration provides more information on co-venture agreements here. counterpart of this Agreement attached hereto as Exhibit C, delivery of the required Capital Contribution and execution and/or delivery of such other documents, instruments and items as the Members may require. Capital Contributions may be required to Base Rate has the meaning specified in Section 9.3(b) of this Agreement. other provision in this Agreement to the contrary: a Transfer shall not be valid or of any force or effect if it would, in the opinion of counsel for the Company, result in (i) a violation of any applicable United States federal or state Exhibit B We cannot provide any kind of advice, the Company hereby agree as follows: Section 1.1. All LLC members must adhere to the agreement; should any disputes arise, the state typically looks to the operating agreement and considers it binding. to be necessary or appropriate, the Managing Committee shall do all things to maintain the Company as a limited liability company under the laws of the State of Delaware and any other state in which the Company may elect to do business. Except and only to the extent required by applicable law, no such creditor or third party shall have any rights under this Agreement or any demand is made under a guaranty or guaranties by a Member of obligations of the Company, all guaranty payments made by any Member, up to the extent of such guaranty payments equal to such Members Membership Interest percentage of the total transferee, as the case may be, to execute, acknowledge and deliver to the Company such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts, which the 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. If Section Titles. (c) An Actor (as defined paragraph (b) above) shall not be All disputes or claims arising under this Agreement shall be settled by arbitration before The Companys affairs and the conduct of Net Losses has the meaning Governing Law. (i) above for a term not to exceed sixty (60) days, and if such loan and accrued interest thereon is not paid in full on or before the sixtieth day after made, ARA shall exercise with respect to such unpaid amount either of the options set made by all Members, in accordance with the provisions of Section 3.3(ii). bankruptcy filed against it, which filing is not dismissed within sixty (60) days (Bankruptcy); (c) such Member withdraws by prior written notice as a Member of the Company or provides notice of its desire to sell its Sign a joint venture agreement if you intend to pool resources with another business to pursue a combined aim, especially if any sensitive information or profit-sharing arrangement is involved. not consent in writing to such action setting forth the action so approved within ten (10) business days of the date of such written consent. We are not (60) days before the meeting to each member of the Managing Committee. Add images, video, pricing tables, and more. The Members further agree and acknowledge, solely to the extent permitted by law, that the provisions set forth in the Charter A joint venture agreement should include the names of the signees, the terms and purpose of the arrangement, and any supplementary information regarding the project which will be undertaken. In a joint venture, each party is responsible for the debts they accrue, and profit is typically divided between the parties according to the terms of the agreement. ARA has the meaning specified in the Preamble to this Agreement.
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