![]() (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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