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Full Doc
 | 2002 |
Joint Venture Agreement
Joint Venture Agreement (47K)
Doc #101884: Click preview link for longer preview.
JOINT VENTURE AGREEMENT
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S.
and
CONE MILLS CORPORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
STOCKHOLDER ACTIONS
1.1 Ordinary Actions..................................................... 2
1.2 Extraordinary Actions................................................ 2
ARTICLE II
BOARD OF DIRECTORS
2.1 Board of Directors................................................... 3
2.2 Decisions by the Board of Directors.................................. 3
2.3 Election of Directors................................................ 5
2.4 Adoption of Initial Business Plan.................................... 6
ARTICLE III
OFFICERS
3.1 Nomination of Officers............................................... 6
ARTICLE IV
CAPITAL CONTRIBUTIONS
4.1 Initial Capital Contributions........................................ 7
4.2 Additional Capital Contributions..................................... 7
ARTICLE V
TRANSFER OF JV STOCK
5.1 Restrictions on Transfer of JV Stock................................. 8
5.2 Notification of Transfer Restrictions................................ 9
ARTICLE VI
CERTAIN COVENANTS ANDAGREEMENTS
6.1 Financial and Other Information...................................... 9
6.2 Confidentiality..................................................... 10
6.3 Public Announcements................................................ 10
6.4 Compliance with Laws................................................ 11
i
{PAGE}
Page
ARTICLE VII
MISCELLANEOUS
7.1 Definitions......................................................... 11
7.2 Termination......................................................... 13
7.3 Governing Law....................................................... 14
7.4 Arbitration......................................................... 14
7.5 Recapitalizations, Exchanges, etc. Affecting JV Stock............... 14
7.6 Amendment, Assignment, etc.......................................... 14
7.7 Notices............................................................. 14
7.8 Permitted Transferee Shares......................................... 15
7.9 Expenses............................................................ 15
7.10 Severability; Invalidity............................................ 15
7.11 No Third Party Beneficiaries........................................ 15
7.12 Translation......................................................... 15
7.13 Integration; Section Headings; Counterparts; etc.................... 15
ii
{PAGE}
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS
CORPORATION ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye
Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri
Sanayi ve Ticaret A.S., Zekeriye Konukoglu, Fatih Konukoglu, and Oguzhan
Gurdogan shall hereinafter collectively be referred to in this Agreement and all
other agreements related to the Joint Venture as "Isko").
RECITALS
A. Isko and Cone wish to establish a joint venture to sell denim fabrics to
Levi Strauss Europe or its 100% owned subsidiaries ("LSE") for Levi's(R) 501(R)
jeans such fabrics to be marketed to LSE by Cone and produced by Isko based upon
orders allocated by Cone and accepted by Isko (the "Project").
B. Isko and Cone are in the process of forming and organizing IsKone Denim
Pazarlama A.S. ("JV"), to be organized under the laws of Turkey within a Free
Trade Zone, for the purpose of carrying out the Project.
C. JV has issued to Isko 49,000 shares and Cone 51,000 shares of ordinary
voting stock, par value $ 1.00 per share, representing all of the issued and
outstanding shares of capital stock of JV (such shares of stock and all other
shares of capital stock of JV which may be outstanding from time to time, the
"JV Stock").
D. Isko and Cone have contributed, or agreed to contribute, $49,000 and
$51,000 respectively, to JV in cash.
E. Isko and Cone have caused the articles of association set forth as
Exhibit A to be adopted as the initial articles of association of JV (as amended
from time to time, the "Articles of Association").
F. Isko and Cone desire to set forth their agreement as to the management
of JV, transfers of JV Stock and certain other matters relating to JV.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto agree as follows:
101884
|
Cone Mills
As referenced in this Joint Venture Agreement:
CONE MILLS CORP –
CONE MILLS CORP
_____________
dt 1849985
;
Isko Dokuma
As referenced in this Joint Venture Agreement:
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET –
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
Exhibit 10.27.1
================================================================================
JOINT VENTURE AGREEMENT
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S.
and
CONE MILLS CORPORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, 2002
================================================================================
{PAGE}
TABLE
_____________
ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET – between (1) CONE MILLS
CORPORATION ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye
Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri
_____________
(Isko Dokuma Isletmeleri
Sanayi ve Ticaret – SANAYI VE
TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye
Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri
Sanayi ve Ticaret A.S., Zekeriye Konukoglu, Fatih Konukoglu, and Oguzhan
Gurdogan shall hereinafter collectively be referred to in this Agreement and all
other agreements
_____________
Isko Dokuma Isletmeleri Sanayi ve Ticaret – deemed
validly given upon personal delivery or one day after being sent by telecopy or
overnight courier service:
(a) if to Isko, at:
Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S.
Organize Sanayi Bolgesi
3. Cadde 16425
Inegol/BURSA
14
{PAGE}
Telecopy: +90-224-714-8016
(b) if to Cone, at:
_____________
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET – parties.
16
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A.S.
By /s/Zekeriye Konukoglu
Name: Zekeriye Konukoglu
Title:
CONE MILLS CORPORATION
By s/s Neil W. Koonce
Name: Neil W. Koonce
_____________
dt 220326
;
|
Mills
As referenced in this Joint Venture Agreement:
MILLS CORP – TYPE}EX-10
{SEQUENCE}3
Exhibit 10.27.1
================================================================================
JOINT VENTURE AGREEMENT
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S.
and
CONE MILLS CORP ORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
_____________
MILLS
CORP – Integration; Section Headings; Counterparts; etc.................... 15
ii
{PAGE}
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS
CORP ORATION ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI
_____________
Mills Corp – Organize Sanayi Bolgesi
3. Cadde 16425
Inegol/BURSA
14
{PAGE}
Telecopy: +90-224-714-8016
(b) if to Cone, at:
c/o Cone Mills Corp oration
804 Green Valley Road
Greensboro, North Carolina 27408
Attention: General Counsel Telecopy:
336-379-6972
or at such other address and telecopy
_____________
MILLS CORP – of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A.S.
By /s/Zekeriye Konukoglu
Name: Zekeriye Konukoglu
Title:
CONE MILLS CORP ORATION
By s/s Neil W. Koonce
Name: Neil W. Koonce
Title: Vice President
Zekeriye Konukoglu
By /s/ Zekeriye Konukoglu
Name: Zekeriye Konukoglu
_____________
dt 109814
|
| Full Doc
| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (59K)
Doc #106701: This document is immediately available for purchase, but does not have a preview available for viewing.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a "Member" or collectively as the "Members").
WHEREAS, the Managing Trustee of AFG Investment Trust C and AFG Investment
Trust D has determined that a joint investment by the trusts through a joint
venture entity in BMIF/BSLF II Rancho Malibu Limited Partnership would be in the
best interest of the respective trusts;
WHEREAS, the Members of the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited partnership
interest in BMIF/BSLF II Rancho Malibu Limited Partnership ("RM Limited
Partnership") and all of the capital stock of BSLF, the general Partner of RM
Limited Partnership (the "RMLP Closing");
WHEREAS, the Members of the Company will obtain the approval of their
respective beneficiaries to said contribution through the solicitation of
consents and such solicitations will take several months to accomplish and may
not be successful;
WHEREAS, Semele will not defer taking other action with respect to its
interests in RM Limited Partnership without a $2 million financial commitment
from the Members during the period of time before the Members receive the
consents of their respective beneficiaries;
WHEREAS, the Members have determined to contribute $1 million each to the
Company;
WHEREAS, the Members have directed the Company to contribute $2 million to
RM Limited Partnership in exchange for a general partnership interest in RM
Limited Partnership that (a) gives the Company rights as a co-managing general
partner, and (b) is subject to a "claw back" right that requires the refund of
said $2 million contribution in the event that (i) said consents of the Members'
beneficiaries are not obtained by the deadline for such consents, or (ii) the
RMLP Closing has not occurred within 45 days after the date the forms of
consents must be received by the Members, which claw back right shall be secured
by the pledge of a security interest by Semele of all of its capital stock in
BSLF, its limited partnership interest in RM Limited Partnership and all of the
assets of RM Limited Partnership;
WHEREAS, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act (as amended from time to time, the "Act")
pursuant to the Certificate of Formation of the Company dated March 1, 2002 (the
"Certificate of Formation");
WHEREAS, the Members desire to engage in a joint venture which will act as
a co-managing general partner of RM Limited Partnership;
WHEREAS, the Members will actively manage the joint venture and will act as
the initial Managers of the Company (each Member in its capacity as Manager
referred to herein as a "Manager" and, collectively, the "Managers"), although
the Members intend to reserve the right in the future to appoint Managers who
are not Members; and
WHEREAS, the Members wish to set out fully their respective rights,
obligations and duties regarding the Company, its assets and liabilities and the
joint venture;
NOW, THEREFORE, in consideration of the mutual covenants expressed herein,
the parties hereby agree as follows:
ARTICLE I
Organization and Powers
1.1. Organization. The Company has been formed by the filing of its
------------
Certificate of Formation (as amended from time to time, the "Certificate" or the
"Certificate of Formation") with the Delaware Secretary of State pursuant
to the Act. The Certificate of Formation may be restated by the Managers as
provided in the Act or amended by the Managers to change the address of the
office of the Company in Delaware and the name and address of its resident agent
in Delaware or to make corrections required by the Act. Other additions to or
amendments of the Certificate of Formation shall be authorized by the Members as
provided in Section 10.4.
1.2. Purposes and Powers. The Company shall have authority to engage in any
-------------------
lawful business, trade, purpose or activity permitted by the Act, and it
shall possess and may exercise all of the powers and privileges granted by the
Act and any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business,
purposes or activities of the Company, including without limitation the
following powers:
106701
|
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, – a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele
_____________
dt 109416
;
C & D IT LLC;
| AFG Investment Trust
|
| Preview
Full Doc
| 2003 |
Joint Venture Agreement
Joint Venture Agreement (149K)
Doc #148755: Click preview link for longer preview.
Dated 20 December 2002
SHURGARD SELF STORAGE SCA
and
CRESCENT EURO SELF STORAGE INVESTMENTS SARL
JOINT VENTURE AGREEMENT
with respect to
First Shurgard
Rue Brederode 13
B - 1000 Brussels
Telephone (32-2) 501 94 11
Facsimile (32-2) 501 94 94
Table of Contents Page
1 Definitions and Interpretation *
1.1 Definitions *
1.2 Interpretation *
2 General Provisions *
2.1 Formation and Name of the Company *
2.2 Capital Requirements of the Company *
2.3 Capital Deployment *
2.4 Capital and Classes of Shares *
2.5 Business of the Company *
2.6 Duration of the Company *
2.7 Fiscal Year *
2.8 Business Plan *
2.9 Articles of Association *
2.10 Capital and Classes of Shares upon Incorporation *
2.11 Shareholders' Decisions *
3 Capital of the Company at Closing and Acquisition of Class B Shares by Luxco at Closing *
3.1 Increase of the Capital of the Company at Closing *
3.2 Acquisition of Class B Shares by Luxco at Closing *
3.3 Capital of the Company immediately after the Closing *
3.4 Funding Obligations at Closing *
4 Subsequent Capital Increases in the Company and Acquisitions of Additional Class B Shares by Luxco *
4.1 Capital Increases after Closing *
4.2 Acquisitions of Class B Shares by Luxco after Closing *
4.3 Capital Contribution in Cash *
4.4 Credit Facilities *
5 Management of the Company *
5.1 Operating Criteria *
5.2 Tax Status and Returns *
5.3 Designated Representatives *
5.4 The Manager of the Company *
5.5 Competence of the Manager *
5.6 Preliminary Plan and Budget and Annual Plan and Budget *
5.7 Implementation of Decisions *
5.8 Company Expenses *
5.9 Directors' and officers' insurance *
5.10 Financial Information and Accounting *
5.11 Auditor *
5.12 Books and Records *
5.13 Accounting Basis and Fiscal Year *
5.14 Liquidators *
6 Distribution of Annual Cash Flow *
6.1 Principles *
6.2 Investment of Distributable Cash Flow *
7 Shari'ah Compliance *
7.1 Criteria *
7.2 Compliance Determination *
8 Representations and Warranties *
8.1 Representations and Warranties by each Party *
8.2 Shurgard's Representations and Warranties *
8.3 Disclosure by Shurgard *
8.4 Luxco's Representations and Warranties *
8.5 Updating Representations at Closing *
8.6 Indemnification *
9 Conditions Precedent *
9.1 Conditions *
9.2 Best Efforts Concerning the Satisfaction of the Conditions Precedent *
9.3 Non-Satisfaction *
10 Closing *
10.1 Date and Place *
10.2 Luxco's Closing Obligations *
10.3 Shurgard's Closing Obligations *
10.4 Both Parties' Closing Obligations *
10.5 Breach of Closing Obligations *
11 Other Undertakings of the Parties after Closing *
11.1 Non compete *
11.2 Confidentiality and Announcements *
11.3 Investors Information *
11.4 Escrow Agreement 2 *
11.5 Sanctions *
12 Sale, Assignment or Transfer of Company Interests *
12.1 Prohibited Transfers *
12.2 Unrestricted Transfers *
12.3 Indirect Transfers in Luxco *
13 Exit Strategy *
13.1 Timing *
13.2 Principles *
13.3 First Right of Offer to Shurgard *
13.4 Second Right offer to Luxco *
13.5 Sale of the Assets *
13.6 Sale of the Shares *
13.7 Fair Market Value *
13.8 Voting Agreement *
13.9 Tag Along *
14 Closing of the Exit *
14.1 If the exit consists of a sale of the Class B Shares by Luxco to Shurgard *
14.2 If the exit consists of a sale by Luxco of its Class B Shares to a third party and the tag along right of Shurgard on the Class C Shares has been exercised pursuant to Clause 13.9 *
14.3 If the exit consists of the liquidation of Company *
15 Distribution of Cash Flow upon Exit and Special Profit Participations *
15.1 Principles *
15.2 Residual Value *
16 Term of the Agreement and Termination *
16.1 Term *
16.2 Termination *
17 Miscellaneous *
17.1 Lump Sum Amount *
17.2 Press Announcements *
17.3 Costs *
17.4 Notices *
17.5 Successors and Assigns *
17.6 Entire Agreement and Amendments *
17.7 No Waiver *
17.8 Counterparts *
17.9 Governing Law *
17.10 Arbitration *
17.11 Covenant of Good Faith *
17.12 Severability *
17.13 Middle East Situation *
Between:
SHURGARD SELF STORAGE SCA, a company organised and existing under the laws of Belgium, having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels, registered with the Commercial Register of Brussels (registration number 587.679),
represented for the purposes of this Agreement by (i) SSC Benelux Inc., represented by David K. Grant, or (ii) European Self Storage SA, represented by Patrick Metdepenninghen,
hereinafter referred to as "Shurgard";
And:
Crescent Euro Self Storage Investments SARL, a company in formation, to be organised and to exist under the laws of Luxembourg, which will have its registered office at 398, route d'Esch, L-1471 Luxembourg and which will be registered with the Commercial Register of Luxembourg,
represented for the purposes of this Agreement by Asim Zafar, Muhannad M. Abulhasanand/or Henry Thompson ,
hereinafter referred to as "Luxco".
Whereas:
Shurgard is an owner, developer and manager of real estate in Western Europe with extensive experience related to locating, purchasing, developing, leasing and financing facilities used principally for self-service storage of property and with extensive experience in operating such facilities and providing equipment and services related thereto.
Luxco is an entity which has been set up by First Islamic Investment Bank E.C. ("First Islamic") a company organised and existing under the laws of Bahrain (First Islamic and Luxco the "First Islamic Group"). The First Islamic Group will syndicate indirect interests in the joint venture company which will be set up pursuant to this Agreement to its investors through Luxco pursuant to a private placement memorandum to be prepared by First Islamic.
Subject to the terms and conditions of this Agreement, Shurgard and Luxco wish to cooperate and form a joint venture company for the purpose of acquiring, developing and operating, directly or indirectly, certain self-service storage properties in France, Germany, The Netherlands, Scandinavia (consisting of Denmark and Sweden) and the United Kingdom.
The joint venture company shall provide both Shurgard and Luxco with an investment opportunity and allow Shurgard to leverage its development and management expertise and spread its capital resources over a larger development programme.
It is agreed as follows:
Definitions and Interpretation
Definitions
For the purposes of this Agreement, the following terms shall have the meanings specified or referred to in this Clause 1.1.1:
148755
|
Shurgard
As referenced in this Joint Venture Agreement:
Shurgard Storage Centers – 1 and Schedule 4.1.1(i).
"SPV Shares" means the shares representing the entire capital of the Special Purpose Vehicles.
"SSCI" means Shurgard Storage Centers Inc., a Washington corporation, having its registered office at Valley Street 1155, Suite 400 - 98109-4426, Seattle - USA.
"Subsequent Proceedings" has the meaning
_____________
Shurgard Storage Centers – 2(ii), 5.5.2(iv), 11.2, 12.3 and 17.2 in accordance with Article 1121 of the Belgian Civil Code:
Shurgard Storage Centers Inc.:
Name:
Patrick Metdepenninghen
Title:
Attorney-in-fact by virtue of a power-of-attorney dated 19 December 2002
Index of Schedules
Schedule
_____________
dt 109430
;
Shurgard Self Storage SCA;
| Crescent Euro Self Storage Investments SARL
|
| Preview
Full Doc
| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (58K)
Doc #256427: Click preview link for longer preview.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a "Member" or collectively as the "Members").
WHEREAS, the Managing Trustee of AFG Investment Trust C and AFG Investment
Trust D has determined that a joint investment by the trusts through a joint
venture entity in BMIF/BSLF II Rancho Malibu Limited Partnership would be in the
best interest of the respective trusts;
WHEREAS, the Members of the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited partnership
interest in BMIF/BSLF II Rancho Malibu Limited Partnership ("RM Limited
Partnership") and all of the capital stock of BSLF, the general Partner of RM
Limited Partnership (the "RMLP Closing");
WHEREAS, the Members of the Company will obtain the approval of their
respective beneficiaries to said contribution through the solicitation of
consents and such solicitations will take several months to accomplish and may
not be successful;
WHEREAS, Semele will not defer taking other action with respect to its
interests in RM Limited Partnership without a $2 million financial commitment
from the Members during the period of time before the Members receive the
consents of their respective beneficiaries;
WHEREAS, the Members have determined to contribute $1 million each to the
Company;
WHEREAS, the Members have directed the Company to contribute $2 million to
RM Limited Partnership in exchange for a general partnership interest in RM
Limited Partnership that (a) gives the Company rights as a co-managing general
partner, and (b) is subject to a "claw back" right that requires the refund of
said $2 million contribution in the event that (i) said consents of the Members'
beneficiaries are not obtained by the deadline for such consents, or (ii) the
RMLP Closing has not occurred within 45 days after the date the forms of
consents must be received by the Members, which claw back right shall be secured
by the pledge of a security interest by Semele of all of its capital stock in
BSLF, its limited partnership interest in RM Limited Partnership and all of the
assets of RM Limited Partnership;
WHEREAS, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act (as amended from time to time, the "Act")
pursuant to the Certificate of Formation of the Company dated March 1, 2002 (the
"Certificate of Formation");
WHEREAS, the Members desire to engage in a joint venture which will act as
a co-managing general partner of RM Limited Partnership;
WHEREAS, the Members will actively manage the joint venture and will act as
the initial Managers of the Company (each Member in its capacity as Manager
referred to herein as a "Manager" and, collectively, the "Managers"), although
the Members intend to reserve the right in the future to appoint Managers who
are not Members; and
WHEREAS, the Members wish to set out fully their respective rights,
obligations and duties regarding the Company, its assets and liabilities and the
joint venture;
NOW, THEREFORE, in consideration of the mutual covenants expressed herein,
the parties hereby agree as follows:
ARTICLE I
Organization and Powers
1.1. Organization. The Company has been formed by the filing of its
------------
Certificate of Formation (as amended from time to time, the "Certificate" or the
"Certificate of Formation") with the Delaware Secretary of State pursuant
to the Act. The Certificate of Formation may be restated by the Managers as
provided in the Act or amended by the Managers to change the address of the
office of the Company in Delaware and the name and address of its resident agent
in Delaware or to make corrections required by the Act. Other additions to or
amendments of the Certificate of Formation shall be authorized by the Members as
provided in Section 10.4.
1.2. Purposes and Powers. The Company shall have authority to engage in any
-------------------
lawful business, trade, purpose or activity permitted by the Act, and it
shall possess and may exercise all of the powers and privileges granted by the
Act and any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business,
purposes or activities of the Company, including without limitation the
following powers:
(a) to conduct its business and operations in any state, territory or
possession of the United States or in any foreign country or jurisdiction;
(b) to purchase, receive, take, lease or otherwise acquire, own, hold,
improve, maintain, use or otherwise deal in and with, sell, convey, lease,
exchange, transfer or otherwise dispose of, mortgage, pledge, encumber or create
a security interest in all or any of its real or personal property, or any
interest therein, wherever situated;
(c) to borrow or lend money or obtain or extend credit and other financial
accommodations, to invest and reinvest its funds in any type of security or
obligation of or interest in any public, private or governmental entity, and to
give and receive interests in real and personal property as security for the
payment of funds so borrowed, loaned or invested;
(d) to make contracts, including contracts of insurance, incur liabilities
and give guaranties, whether or not such guaranties are in furtherance of the
business and purposes of the Company, including without limitation guaranties of
obligations of other persons who are interested in the Company or in whom
the Company has an interest;
(e) to appoint one or more Managers of the Company, to employ officers,
employees, agents and other persons, to fix the compensation and define the
duties and obligations of such personnel, to establish and carry out retirement,
incentive and benefit plans for such personnel and to indemnify such
personnel to the extent permitted by this Agreement and the Act;
(f) to make donations irrespective of benefit to the Company for the public
welfare or for community, charitable, religious, educational, scientific, civic
or similar purposes;
(g) to institute, prosecute and defend any legal action or arbitration
proceeding involving the Company, and to pay, adjust, compromise, settle or
refer to arbitration any claim by or against the Company or any of its assets;
and
(h) to be a partner in one or more partnerships or a member or manager in
one or more limited liability companies.
Notwithstanding the foregoing, however, the Company shall not have the authority
to engage in any business, trade, purpose or activity or exercise any power or
privilege that (i) exceeds the authority, rights, privileges or powers conferred
to any Member in such Member's charter documents, or (ii) contravenes or
conflicts with the charter documents of any Member.
1.3. Principal Place of Business. The principal office and place of
------------------------------
business of the Company shall initially be 200 Nyala Farms, Westport, CT 06880.
The Members may change the principal office or place of business of the
Company at any time and may cause the Company to establish other offices or
places of business.
1.4. Fiscal Year. The fiscal year of the Company shall end on December 31
------------
in each year.
1.5. Qualification in Other Jurisdictions. The Managers shall cause the
---------------------------------------
Company to be qualified or registered under applicable laws of any jurisdiction
in which the Company transacts business and shall be authorized to execute,
deliver and file any certificates and documents necessary to effect such
qualification or registration, including without limitation the appointment of
agents for service of process in such jurisdictions.
ARTICLE II
Members
2.1. Members. The initial Members of the Company and their addresses shall
-------
be listed on Schedule A and such Schedule shall be amended from time to time by
----------
the Managers to reflect the withdrawal of Members or the admission of new or
additional Members pursuant to this Agreement. Schedule A shall set forth the
----------
percentage interest which each Member holds in the profits and losses of the
Company (the "Membership Interests"). The Members shall constitute a single
class or group of Members of the Company for all purposes of the Act, unless
otherwise expressly provided herein. The Managers shall notify the Members of
changes in Schedule A, which shall constitute the record list of the Members for
----------
all purposes of this Agreement.
2.2. Admission of New Members. Additional persons may be admitted to the
---------------------------
Company as Members and may participate in the profits, losses, distributions,
allocations and capital contributions of the Company upon such terms as are
established by the Managers, which may include the establishment of classes or
groups of one or more Members having different relative rights, powers and
duties, or the right to vote as a separate class or group on specified matters,
by amendment of this Agreement under Section 10.4. Existing Members shall have
256427
|
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, – a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele
_____________
dt 130933
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| Preview
Full Doc
| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (58K)
Doc #256431: Click preview link for longer preview.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a "Member" or collectively as the "Members").
WHEREAS, the Managing Trustee of AFG Investment Trust C and AFG Investment
Trust D has determined that a joint investment by the trusts through a joint
venture entity in BMIF/BSLF II Rancho Malibu Limited Partnership would be in the
best interest of the respective trusts;
WHEREAS, the Members of the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited partnership
interest in BMIF/BSLF II Rancho Malibu Limited Partnership ("RM Limited
Partnership") and all of the capital stock of BSLF, the general Partner of RM
Limited Partnership (the "RMLP Closing");
WHEREAS, the Members of the Company will obtain the approval of their
respective beneficiaries to said contribution through the solicitation of
consents and such solicitations will take several months to accomplish and may
not be successful;
WHEREAS, Semele will not defer taking other action with respect to its
interests in RM Limited Partnership without a $2 million financial commitment
from the Members during the period of time before the Members receive the
consents of their respective beneficiaries;
WHEREAS, the Members have determined to contribute $1 million each to the
Company;
WHEREAS, the Members have directed the Company to contribute $2 million to
RM Limited Partnership in exchange for a general partnership interest in RM
Limited Partnership that (a) gives the Company rights as a co-managing general
partner, and (b) is subject to a "claw back" right that requires the refund of
said $2 million contribution in the event that (i) said consents of the Members'
beneficiaries are not obtained by the deadline for such consents, or (ii) the
RMLP Closing has not occurred within 45 days after the date the forms of
consents must be received by the Members, which claw back right shall be secured
by the pledge of a security interest by Semele of all of its capital stock in
BSLF, its limited partnership interest in RM Limited Partnership and all of the
assets of RM Limited Partnership;
WHEREAS, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act (as amended from time to time, the "Act")
pursuant to the Certificate of Formation of the Company dated March 1, 2002 (the
"Certificate of Formation");
WHEREAS, the Members desire to engage in a joint venture which will act as
a co-managing general partner of RM Limited Partnership;
WHEREAS, the Members will actively manage the joint venture and will act as
the initial Managers of the Company (each Member in its capacity as Manager
referred to herein as a "Manager" and, collectively, the "Managers"), although
the Members intend to reserve the right in the future to appoint Managers who
are not Members; and
WHEREAS, the Members wish to set out fully their respective rights,
obligations and duties regarding the Company, its assets and liabilities and the
joint venture;
NOW, THEREFORE, in consideration of the mutual covenants expressed herein,
the parties hereby agree as follows:
ARTICLE I
Organization and Powers
1.1. Organization. The Company has been formed by the filing of its
------------
Certificate of Formation (as amended from time to time, the "Certificate" or the
"Certificate of Formation") with the Delaware Secretary of State pursuant
to the Act. The Certificate of Formation may be restated by the Managers as
provided in the Act or amended by the Managers to change the address of the
office of the Company in Delaware and the name and address of its resident agent
in Delaware or to make corrections required by the Act. Other additions to or
amendments of the Certificate of Formation shall be authorized by the Members as
provided in Section 10.4.
1.2. Purposes and Powers. The Company shall have authority to engage in any
-------------------
lawful business, trade, purpose or activity permitted by the Act, and it
shall possess and may exercise all of the powers and privileges granted by the
Act and any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business,
purposes or activities of the Company, including without limitation the
following powers:
(a) to conduct its business and operations in any state, territory or
possession of the United States or in any foreign country or jurisdiction;
(b) to purchase, receive, take, lease or otherwise acquire, own, hold,
improve, maintain, use or otherwise deal in and with, sell, convey, lease,
exchange, transfer or otherwise dispose of, mortgage, pledge, encumber or create
a security interest in all or any of its real or personal property, or any
interest therein, wherever situated;
(c) to borrow or lend money or obtain or extend credit and other financial
accommodations, to invest and reinvest its funds in any type of security or
obligation of or interest in any public, private or governmental entity, and to
give and receive interests in real and personal property as security for the
payment of funds so borrowed, loaned or invested;
(d) to make contracts, including contracts of insurance, incur liabilities
and give guaranties, whether or not such guaranties are in furtherance of the
business and purposes of the Company, including without limitation guaranties of
obligations of other persons who are interested in the Company or in whom
the Company has an interest;
(e) to appoint one or more Managers of the Company, to employ officers,
employees, agents and other persons, to fix the compensation and define the
duties and obligations of such personnel, to establish and carry out retirement,
incentive and benefit plans for such personnel and to indemnify such
personnel to the extent permitted by this Agreement and the Act;
(f) to make donations irrespective of benefit to the Company for the public
welfare or for community, charitable, religious, educational, scientific, civic
or similar purposes;
(g) to institute, prosecute and defend any legal action or arbitration
proceeding involving the Company, and to pay, adjust, compromise, settle or
refer to arbitration any claim by or against the Company or any of its assets;
and
(h) to be a partner in one or more partnerships or a member or manager in
one or more limited liability companies.
Notwithstanding the foregoing, however, the Company shall not have the authority
to engage in any business, trade, purpose or activity or exercise any power or
privilege that (i) exceeds the authority, rights, privileges or powers conferred
to any Member in such Member's charter documents, or (ii) contravenes or
conflicts with the charter documents of any Member.
1.3. Principal Place of Business. The principal office and place of
------------------------------
business of the Company shall initially be 200 Nyala Farms, Westport, CT 06880.
The Members may change the principal office or place of business of the
Company at any time and may cause the Company to establish other offices or
places of business.
1.4. Fiscal Year. The fiscal year of the Company shall end on December 31
------------
in each year.
1.5. Qualification in Other Jurisdictions. The Managers shall cause the
---------------------------------------
Company to be qualified or registered under applicable laws of any jurisdiction
in which the Company transacts business and shall be authorized to execute,
deliver and file any certificates and documents necessary to effect such
qualification or registration, including without limitation the appointment of
agents for service of process in such jurisdictions.
ARTICLE II
Members
2.1. Members. The initial Members of the Company and their addresses shall
-------
be listed on Schedule A and such Schedule shall be amended from time to time by
----------
the Managers to reflect the withdrawal of Members or the admission of new or
additional Members pursuant to this Agreement. Schedule A shall set forth the
----------
percentage interest which each Member holds in the profits and losses of the
Company (the "Membership Interests"). The Members shall constitute a single
class or group of Members of the Company for all purposes of the Act, unless
otherwise expressly provided herein. The Managers shall notify the Members of
changes in Schedule A, which shall constitute the record list of the Members for
----------
all purposes of this Agreement.
2.2. Admission of New Members. Additional persons may be admitted to the
---------------------------
Company as Members and may participate in the profits, losses, distributions,
allocations and capital contributions of the Company upon such terms as are
established by the Managers, which may include the establishment of classes or
groups of one or more Members having different relative rights, powers and
duties, or the right to vote as a separate class or group on specified matters,
by amendment of this Agreement under Section 10.4. Existing Members shall have
256431
|
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, – a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele
_____________
dt 130936
| |
| Full Doc
| 2002 |
Joint-Venture Agreement
Joint-Venture Agreement (168K)
Doc #256748: This document is immediately available for purchase, but does not have a preview available for viewing.
256748
|
Shurgard
As referenced in this Joint-Venture Agreement:
Shurgard Storage Centers, –
JOINT VENTURE AGREEMENT - 2 - SHURGARD
EX-10.42 5 recomjvagmt.htm
Shurgard Storage Centers, Inc.
Exhibit 10.42 - Joint-Ventrue Agreement with respect to SSC Benelux & Co. S.C.A
LINKLATERS
& ALLIANCE
JOINT-VENTURE AGREEMENT
With
_____________
Shurgard Storage Centers – of Forum *
14.9. Conflict between the Agreement and the Loan or the Charter *
14.10. Originals *
*
* *
JOINT-VENTURE AGREEMENT
_______
BETWEEN
1. Shurgard Storage Centers Inc., having its registered office at Valley Street 1155, Suite 400 - 98109-4426, Seattle - USA, a Washington Corporation,
represented for the purpose of
_____________
Shurgard Storage Centers – by registered letter, postage prepaid and return receipt requested, or by telefax as follows:
If to the Existing Partners
If to Shurgard
To: Shurgard Storage Centers Inc.
Valley Street 1155, Suite 400
98109-4426 Seattle
USA
Attn: Mr. Charles K. Barbo
Telefax: 00 1-206 652.37.60
If
_____________
Shurgard Storage Centers – Fremont GP, CSFB GP and AIG GP each acknowledge receipt of its own original, the other Parties having expressly waived their right thereto.
Shurgard Storage Centers Inc.
By: /s/ Charles Barbo
Name: Charles Barbo
Its: Chairman and President
SSC Benelux Inc.
By: /s/ Charles Barbo
Name: Charles Barbo
Its:
_____________
dt 131210
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| 2003 |
Joint Venture Agreement
Joint Venture Agreement (38K)
Doc #269226: Click preview link for longer preview.
BAJA CALIFORNIA DEL NORTE PROPERTY DEVELOPMENT
JOINT VENTURE AGREEMENT
INTRODUCTION
This JOINT VENTURE AGREEMENT made and entered into by and between U.S. West
Homes, Inc. a Nevada Corporation, hereinafter "U.S. West" whose address is 410
Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR INC, A NEVADA
CORPORATION and Brisas de la Rivera S.A. de C.V.., a Mexican corporation
CURRENTLY BEING FORMED, hereinafter COLLECTIVELY referred to as "Las Brisas"
whose address in the United States is 3752 Lone Mesa Drive, Las Vegas, NV 89147.
WHEREAS, U.S. West owns promissory notes which are due from Senior Care
International, S.A. de C.V., a Mexican corporation, hereinafter referred to as
"SCI", that owns contracts for deed for four development projects in the State
of Baja California more fully described as:
1. A partially completed shopping center known as Plaza Rosarito together
with 9 acres of ocean front undeveloped land which was formerly a polo
field and hacienda;
2. Approximately 650 acres of raw land located in an area commonly known
as the Hills of Bajamar and adjacent to the Bajamar Golf and Country
Club;
3. An undivided interest in a partially completed condominium project
known as Portal Del Mar; and
4. Approximately 15 acres of raw land which is zoned to be developed as
time shares and commonly known as Plaza Resorts, and
WHEREAS, U.S. West desires to assist SCI to complete the development of these
various projects; and
WHEREAS, U.S. West has entered into a joint venture agreement with Gold Coast,
S.A. de C.V., hereinafter referred to as "Gold Coast," the owner of SCI, whereby
U.S. West shall earn 90% of the profits associated with the development of the
above referenced properties once U.S. West obtains financing for the development
of said properties, providing however, that in the event Gold Coast provides the
financing, then U.S. West shall be entitled to a 50% participation; and
WHEREAS, LAS BRISAS AND CARL HUNKING OWNER OF 100% OF THE STOCK IN LAS BRISAS DE
LA MAR, A NEVADA CORPORATION, AND BRISAS DE LA RIVERA S.A. DE C.V.desire to
become the PREDEVELOPMENT COORDINATOR AND OFF SITE AND on site developer to
undertake the Pre- development , development and completion of these various
projects in the State of Baja California; and
WHEREAS, the parties desire to execute this written agreement to govern the
conduct of the business of this Joint Venture as it relates to these particular
projects. This agreement will define the interests and responsibilities of the
parties in and to the performance of the aforementioned project and the sharing
of any profits to be derived there from or of the liability for any losses
incurred in connection therewith;
Page 2 of 12
{PAGE}
IT IS THEREFORE AGREED:
NAME OF JOINT VENTURE: This Joint Venture shall be known as U.S. West/Las
Brisas de la Mar Joint Venture."
LOCATION OF OFFICE OF JOINT VENTURE: The principal office of the Joint
Venture will be 3752 Lone Mesa Drive, Las Vegas, NV 89147 until such time
as suitable offices are obtained in Tijuana, Baja California.
TERM: The venture began on the date this Joint Venture Agreement is
executed and shall irrevocably continue through the sale of the final unit
of this project or until such time that the parties mutually agree to sell
or dissolve this Joint Venture.
DEVELOPMENT PRIORITIES: The parties agree that the properties which shall
be developed shall be the properties listed as 1-4 above.
Simultaneous with renovation of the partially completed shopping center, it
is anticipated that the ocean front 9 acres across from the shopping center
shall be developed into a suitable condominium and/or hotel project and the
Hills of Baja Mar lots built out or sold.
PAYMENT OF POINTS & FEES FOR INVESTMENT CAPITAL: The parties agree that when any
investment capital IS raised, U.S. West shall be entitled to a 5% fee on all
money raised and LAS BRISAS shall, likewise, be entitled to a 5% fee of all
money raised, payment of this fee shall be for providing necessary support to
the fund raising endeavors of the Joint Venture. These fees shall be paid
immediately upon investment funds becoming available.
CONTRIBUTION OF JOINT VENTURE PARTNERS: LAS BRISAS shall contribute to the Joint
Venture the time, effort and expertise of its executive personnel, architects,
engineers and other designers, contractors and facilitators to assure the prompt
and timely completion of the development of the various Mexican projects
contolled by SCI in accordance with a development plan which will be jointly
promulgated by the parties hereto.
U.S. West shall contribute 100 million shares of common stock with a value not
to be less than $2,000,000. This stock shall be OWNED exclusively by Las Brisas
de la Mar, A NEVADA CORPORATION, and used BY LAS BRISAS to help pay for the
project development. UPON LAS BRISAS REQUEST OF U.S. WEST HOMES, US WEST HOMES
SHALL CONVERT ANY REQUIRED STOCK TO S8 STOCK SO LAS BRISAS CAN USE IT TO PAY FOR
PROJECT DEVELOPMENT. The voting rights to the stock shall be vested with the
Board of U.S. West through an irrevocable proxy granting said voting rights to
the Board or a Board appointee. Gold Coast shall provide an irrevocable $175,000
credit line to the joint venture to HELP pay for all professional,
architectural, engineering Las Brisas management, design fees and consulting
fees as may be necessary to develop the properties and obtain necessary permits,
providing however, that U.S. West may, in appropriate circumstances pay these
professionals and consultants in common stock which U.S. West shall register on
Form S-8 from time to time as necessary. S-8 stock issued shall be reimbursed to
U.S. West by a return to U.S. West of a like number of shares of common stock
out of the shares contributed by U.S. West referenced herein. U.S. West shall
additionally finance entitlements, post closing obligations and other
development costs, and AN ACCEPTABLE SETTLEMENT WITH BERSAINNE GUTIERREZ all of
which said fund advances shall be considered a loan to the joint venture to be
repaid at such time as sufficient cash is available to fund the repayment or
partial repayment, as the case may be either from the proceeds of sales or from
construction loans or syndication, whichever may first occur.
269226
|
Senior Care
As referenced in this Joint Venture Agreement:
Senior Care Industries, Inc – funds for the completion of the projects
shall realize the return of their initial investments; and thereafter
3. Payments to the holders of Senior Care Industries, Inc . Series F
preferred stock which was used to purchase properties listed on the
first page of this Agreement shall be made in
_____________
dt 198379
;
|
U.S. West Homes
As referenced in this Joint Venture Agreement:
U.S. West
Homes, Inc – OF 12
BAJA CALIFORNIA DEL NORTE PROPERTY DEVELOPMENT
JOINT VENTURE AGREEMENT
INTRODUCTION
This JOINT VENTURE AGREEMENT made and entered into by and between U.S. West
Homes, Inc . a Nevada Corporation, hereinafter "U.S. West" whose address is 410
Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR
_____________
U.S. West Homes, Inc – C.V.
By: /s/ Carl Hunking By: /s/ Cark Hunking
-------------------------- --------------------------------
Carl Hunking Carl Hunking
President Las Brisas De La Mar, a Nevada Corp.
U.S. West Homes, Inc .
M&A Underwriters
By: /s/ Mervyn A. Phelan, Sr. By: /s/ Mervyn A. Phelan, Jr.
--------------------------- -------------------------------
Mervyn A. Phelan, Sr. Mervyn Phelan Jr.
{/
_____________
dt 198345
;
U.S. West Homes
As referenced in this Joint Venture Agreement:
U.S. West
Homes, Inc – OF 12
BAJA CALIFORNIA DEL NORTE PROPERTY DEVELOPMENT
JOINT VENTURE AGREEMENT
INTRODUCTION
This JOINT VENTURE AGREEMENT made and entered into by and between U.S. West
Homes, Inc . a Nevada Corporation, hereinafter "U.S. West" whose address is 410
Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR
_____________
U.S. West Homes, Inc – C.V.
By: /s/ Carl Hunking By: /s/ Cark Hunking
-------------------------- --------------------------------
Carl Hunking Carl Hunking
President Las Brisas De La Mar, a Nevada Corp.
U.S. West Homes, Inc .
M&A Underwriters
By: /s/ Mervyn A. Phelan, Sr. By: /s/ Mervyn A. Phelan, Jr.
--------------------------- -------------------------------
Mervyn A. Phelan, Sr. Mervyn Phelan Jr.
{/
_____________
dt 198345
;
Baja California Del Norte Property Development
|
| Preview
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Joint Venture Agreement
Joint Venture Agreement (124K)
Doc #852922: Click preview link for longer preview.
JOINT VENTURE AGREEMENT
AMONG
CHELSEA GCA REALTY PARTNERSHIP, L.P.
MITSUBISHI ESTATE CO., LTD.
NISSHO IWAI CORPORATION
June 16, 1999
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS: APPENDICES
1
Section 1.1
Section 1.2
Section 1.3
Section 1.4
Certain Definitions
Other Definitions
Appendices
Party/Shareholder
1
6
6
6
ARTICLE 2. FORMATION; NAME; PLACE OF BUSINESS
6
Section 2.1
Section 2.2
Formation of Company
Place of Business
6
7
ARTICLE 3. PURPOSES AND POWERS OF COMPANY
7
Section 3.1
Section 3. . . .
852922
|
Simon Property
As referenced in this Joint Venture Agreement:
Simon Property Group Inc – whole or in part (1) to a Chelsea Affiliate or (ii) from a Chelsea Affiliate to another Chelsea Affiliate and (2) Transfer up to 50% of its Total Interest to Simon Property Group Inc . or all Affiliate thereof, provided, however, that (x) Chelsea shall continue to exercise all rights and powers under this Agreement and Simon Property Group Inc. or its Affiliate shall
_____________
Simon Property Group Inc – of its Total Interest to Simon Property Group Inc. or all Affiliate thereof, provided, however, that (x) Chelsea shall continue to exercise all rights and powers under this Agreement and Simon Property Group Inc . or its Affiliate shall not participate in the management of the Company or be required to approve or consent to any transaction and (y) Chelsea shall continue to remain
_____________
dt 1325367
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| Preview
Full Doc
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Joint Venture Agreement
Joint Venture Agreement (48K)
Doc #938664: Click preview link for longer preview.
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S.
and
CONE MILLS CORPORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, . . .
938664
|
Isko Dokuma
As referenced in this Joint Venture Agreement:
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A –
EX-10
3
exh10-271.txt
JOINT VENTURE AGREEMENT EXHIBIT 10.27.1
Exhibit 10.27.1
================================================================================
JOINT VENTURE AGREEMENT
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A .S.
and
CONE MILLS CORPORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, 2002
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
STOCKHOLDER ACTIONS
_____________
ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A – AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS
CORPORATION ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A .S., a corporation organized under the laws of Turkey, (3) Zekeriye
Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri
Sanayi ve Ticaret A.S., Zekeriye Konukoglu,
_____________
(Isko Dokuma Isletmeleri
Sanayi ve Ticaret A – States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye
Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri
Sanayi ve Ticaret A .S., Zekeriye Konukoglu, Fatih Konukoglu, and Oguzhan
Gurdogan shall hereinafter collectively be referred to in this Agreement and all
other agreements related to the Joint Venture as "Isko").
RECITALS
_____________
Isko Dokuma Isletmeleri Sanayi ve Ticaret A – shall be in writing and shall be deemed
validly given upon personal delivery or one day after being sent by telecopy or
overnight courier service:
(a) if to Isko, at:
Isko Dokuma Isletmeleri Sanayi ve Ticaret A .S.
Organize Sanayi Bolgesi
3. Cadde 16425
Inegol/BURSA
14
Telecopy: +90-224-714-8016
(b) if to Cone, at:
c/o Cone Mills Corporation
804 Green Valley
_____________
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A – or otherwise agreed in writing among the parties.
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A .S.
By /s/Zekeriye Konukoglu
Name: Zekeriye Konukoglu
Title:
CONE MILLS CORPORATION
By s/s Neil W. Koonce
Name: Neil W. Koonce
Title: Vice President
Zekeriye Konukoglu
By /s/
_____________
dt 1542382
;
|
Mills
As referenced in this Joint Venture Agreement:
MILLS CORP – exh10-271.txt
JOINT VENTURE AGREEMENT EXHIBIT 10.27.1
Exhibit 10.27.1
================================================================================
JOINT VENTURE AGREEMENT
between
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S.
and
CONE MILLS CORP ORATION
and
Zekeriye Konukoglu
and
Fatih Konukoglu
and
Oguzhan Gurdogan
Dated as of June 17, 2002
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
STOCKHOLDER ACTIONS
1.1 Ordinary Actions..................................................... 2
_____________
MILLS
CORP – 15
7.12 Translation......................................................... 15
7.13 Integration; Section Headings; Counterparts; etc.................... 15
ii
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS
CORP ORATION ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE
TICARET A.S., a corporation organized
_____________
Mills Corp – Dokuma Isletmeleri Sanayi ve Ticaret A.S.
Organize Sanayi Bolgesi
3. Cadde 16425
Inegol/BURSA
14
Telecopy: +90-224-714-8016
(b) if to Cone, at:
c/o Cone Mills Corp oration
804 Green Valley Road
Greensboro, North Carolina 27408
Attention: General Counsel Telecopy:
336-379-6972
or at such other address and telecopy number as Cone or Isko may designate
_____________
MILLS CORP – caused this Agreement to be
executed as of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A.S.
By /s/Zekeriye Konukoglu
Name: Zekeriye Konukoglu
Title:
CONE MILLS CORP ORATION
By s/s Neil W. Koonce
Name: Neil W. Koonce
Title: Vice President
Zekeriye Konukoglu
By /s/ Zekeriye Konukoglu
Name: Zekeriye Konukoglu
Title:
Fatih Konukoglu
By /s/ Fatih Konukoglu
_____________
dt 1516186
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| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (59K)
Doc #1502573: Click preview link for longer preview.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a . . .
1502573
| |
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, Inc – the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc . ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited
_____________
dt 1505513
|
| Preview
Full Doc
| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (59K)
Doc #1502576: Click preview link for longer preview.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a . . .
1502576
| |
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, Inc – the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc . ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited
_____________
dt 1505514
|
| Preview
Full Doc
| 2002 |
Operating and Joint Venture Agreement
Operating and Joint Venture Agreement (59K)
Doc #1524159: Click preview link for longer preview.
C & D IT LLC
OPERATING AND JOINT VENTURE AGREEMENT
-------------------------------------
This Operating and Joint Venture Agreement (this "Agreement") of C & D IT
LLC (the "Company") is made as of March 1, 2002, by and between the persons
identified as the Members on Schedule A attached hereto (such persons and their
----------
respective successors in office or in interest being hereinafter referred to
individually as a . . .
1524159
| |
Semele Group
As referenced in this Operating and Joint Venture Agreement:
Semele Group, Inc – the Company desire that PLM International,
Incorporated, a jointly-owned, indirect subsidiary of the Members, through a
to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution
agreement with Semele Group, Inc . ("Semele") and the Acquisition Sub, BSLF II
Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute
consideration to Semele in exchange for all of Semele's limited
_____________
dt 1505524
|
| Preview
Full Doc
| 2002 | |