(H) “ Control”: With respect to any Person, the possession, direct or Granting such Consent, as the context may require. (G) “ Consent”: The written consent of a Person to do the act or thing for which the Consent is solicited, or the act of Internal Revenue Code of 1986, as amended. Shall mean 85%, and with respect to DESC, shall mean 15%. (E) “ Capital Proportion”: With respect to MS, Or authorized to be closed for the conduct of regular banking business. (D) “ Business Day”: Any day on which banks located in New York, New York are not required Insolvency of such Person, such appointment shall not have been vacated, or the making by such Person of a general assignment for the benefit of creditors or the admission in writing by such Person that its assets are insufficient to pay its If within ninety (90) days after the judicial appointment without the consent or acquiescence of such Person of any trustee, fiscal agent, receiver or liquidator of such Person or of all or any substantial part of its properties or the Thereunder affecting the operations or the business of such Person stayed, or if the stay of any such order or proceeding thereafter shall be set aside, or, Receiver or liquidator of such Person or of all or any substantial part of its properties or, if within ninety (90) days after the commencement of an involuntary case or action against such Person seeking any bankruptcy, reorganization,Īrrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the failure of such case or action to have been dismissed or all orders in proceedings Person to make a required responsive pleading to) the material allegations of a petition filed against such Person in any such proceeding or the seeking or consenting to or acquiescence in the judicial appointment of any trustee, fiscal agent, The entry of an order, judgment or decree by a court of competent jurisdiction which continues in effect and unstayed for sixty (60) days of such Person as bankrupt or insolvent, or the filing by such Person of any petition or answer seekingįor itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or the filing by such Person of any answer admitting (or the failure by such (C) “ Bankruptcy”: For purposes of this Agreement, the institution by a referenced Person of a voluntary case in bankruptcy, or the voluntary taking advantage by a referenced Person of any bankruptcy or insolvency law, or (B) “ Agreement”: This Joint Venture Agreement, as it may be amended from time to time. Of equity securities or other ownership interests, which definition shall, as applied to DESC, specifically include any officer, director or member of DESC. Or indirectly, is the beneficial owner of 25% or more of any class of equity securities or other ownership interests of the specified Person or of which the specified Person is directly or indirectly the owner of 25% or more of any class (A) “ Affiliate”: When used with reference to a specified Person, (a) any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under commonĬontrol with the specified Person, (b) any Person who, from time to time, is (i) an officer or director of a specified Person or (ii) a spouse or immediate family relative of a specified Person and (c) any Person which, directly The following terms have the definitions indicated whenever used in this Agreement with initial capital letters: (b) combined heat and power technology and (c) other alternative energy sources (each a “ Project”) and (ii) the making of equity investments in companies that own and operate the Projects and are structured asĮntities that are classified as partnerships under the Code (each a “ Project Company”).Ĭonsideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:ġ.01. WHEREAS, the parties desire to establish a joint venture for the purposes of (i) the development, structuring and negotiation of proposals for projects utilizing (a) waste-to-energy technology, Each capitalized term utilized in this Agreement shall have the meaning ascribed to such term in THIS JOINT VENTURE AGREEMENT is dated as of March 7, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation., aĭelaware corporation (“ DESC”), and Morgan Stanley Wind LLC, a Delaware limited liability company (“ MS”). REPRESENTATIONS AND WARRANTIES OF THE PARTIES CERTAIN AGREEMENTS GSP Right to Pursue Certain Identified Opportunities.
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