Authority and Obligations. 4.1. 1As of each applicable Option Exercise Date, Novartis will be solely responsible for, and have sole decision-making authority with respect to, at its own expense, the Exploitation of Licensed Products and Licensed Capsids as they are used to Exploit a Licensed Product. During the Term, Voyager will be responsible for maintaining any Third Party agreement it has entered as of the Effective Date (if any) that is required for Novartis to practice the rights granted by Voyager to Novartis in the Agreement, including payment by Voyager of any amounts due under such Third Party agreements.
Authority and Obligations. 5.1 The General Assembly
Authority and Obligations. Each party represents and warrants that: (i) it has full power and authority to enter into this Agreement; (ii) as of the Effective Date and at all times throughout the Service Term, it has all consents, approvals, licenses and permissions, necessary for such party to perform all of its obligations hereunder and for the other party to exercise all of its rights hereunder; (iii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iv) its performance of its obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound.
Authority and Obligations. Consultant shall have the authority customarily exercised by the chief executive officer, saving those matters requiring the expenditure of funds beyond normal operating expenses, which require approval by the Chairman of the Board of Directors. Consultant shall report to the Chairman of the Board of IPS and shall keep the Chairman informed as to his activities through the use of regular meetings. The Chairman shall also keep Consultant informed regarding all IPS matters and developments. IPS shall provide full cooperation and access to its facilities, employees, and business records.
Authority and Obligations. Subject to the provisions of the Operating Agreement, the Developer shall have the authority and obligation to:
(a) Prepare or cause to be prepared such engineering surveys, and Plans and Specifications as may be required in connection with the construction of the Project.
(b) Prepare and submit to the Company for approval a construction budget and make recommendations to the Company regarding any necessary modifications thereto.
(c) Make available to the Company upon request copies of all development contracts, financing commitments, surveys, budgets, Plans and Specifications and other development items prepared or obtained.
(d) Obtain a construction contract (the “Construction Contract”); in an amount not to exceed the amount provided therefor in the Projections from a reputable general contractor (the “Contractor”), which Construction Contract shall require the Contractor to post a payment and performance bond in the full amount of the Construction Contract and submit same for approval by the Company.
(e) Perform or cause to be performed, in a diligent and efficient manner, general administration and supervision of construction of the Project, including but not limited to the following:
(i) administration and supervision of the activities of the Contractor and all other contractors, subcontractors and others employed in connection with the construction of the Project;
(ii) preparation of construction schedules and supervision of the scheduling of construction in conformity with such construction schedules;
(iii) periodic inspection of construction in progress, including but not limited to inspection at completion, for defects in construction and to assure compliance with the Plans and Specifications, and supervision of correction of any and all deficiencies noted pursuant to such inspections;
(iv) processing and payment of applications for progress payments made by the Contractor, including verification of such applications against the progress of construction as indicated by the aforementioned periodic inspections; and
(v) analysis of requests for any and all change orders to or variations from the Projections and the Plans and Specifications and submission of such requests to the Company for approval.
(f) Perform, or cause to be performed, in a diligent and efficient manner, preparation of contracts, letter agreements, purchase orders, and similar documents as are necessary to complete timely the construction of the Project in accordance with the Plan...
Authority and Obligations. In conformity with the provisions of the Partnership Agreement, the Developer shall have, and has had, the authority and the obligation to:
(a) act on behalf of the Partnership in its relation with any governmental agency or authority and any construction and/or permanent lender with respect to all matters relating to the construction and development of the Apartment Complex;
(b) select the architect ("Architect"), coordinate the preparation of the plans and specifications (the "Plans and Specs") and recommend alternative solutions whenever design details affect construction feasibility or schedules;
(c) ensure that the Plans and Specs are in compliance with all applicable codes, laws, ordinances, rules and regulations;
(d) negotiate all necessary contracts and subcontracts, including the Construction Contract, for the construction of the Apartment Complex;
(e) choose the products and materials necessary to equip the Apartment Complex in a manner which satisfies all requirements of the Construction Loan and the Mortgage Loan, and of the Plans and Specs;
(f) monitor disbursement and payment of amounts owed to the Architect and to all subcontractors;
(g) insure that the Apartment Complex is constructed free and clear of all mechanics' and materialmen's liens;
(h) obtain the certificate of the Architect that the work on the Apartment Complex is substantially complete, and inspect the Architect's work;
(i) secure all building code approvals and obtain certificates of occupancy for all of the residential units of the Apartment Complex;
(j) cause the construction of the Apartment Complex to be completed in a prompt and expeditious manner, consistent with good workmanship, and in compliance with the following:
(i) the Plans and Specs as they may be amended by the agreement of the parties hereto, and with the consent of the Construction Lender and the Lender;
(ii) any and all obligations of the Partnership under the Construction Loan and the Mortgage Loan;
(iii) any and all zoning regulations, county ordinances, including health, fire and safety regulations, and any other requirements of federal, state and local laws, rules, regulations and ordinances applicable to construction of the Apartment Complex;
(k) cause to be performed in a diligent and efficient manner the following:
(i) construction of the Apartment Complex pursuant to the Plans and Specs, including any required off-site work; and
(ii) general administration and supervision of construction of the Apart...
Authority and Obligations of the Parties 6
Authority and Obligations. The Developer shall have the authority and obligation to:
(i) identify and engage, with the partnership's approval, on behalf of the Partnership an architect and a general contractor and such professionals as may be necessary for the construction of the Project;
(ii) oversee, monitor and direct the general contractor with respect to the construction of the project in accordance with the terms and conditions of the construction contract;
(iii) act on behalf of the Partnership in its relation with federal, state and local government authorities with respect to the construction of the Project;
(iv) act on behalf of the Partnership with respect to zoning, building codes, occupancy permits and all other local government matters concerning the Project,
(v) subject to the partnership's approval of any contracts, negotiate a hotel franchise agreement with Choice Hotels, Inc.;
(vi) subject to the Partnership's final approval, negotiate financing for the Project; and
(vii) prepare or cause to be prepared such environmental and neighborhood impact studies or reports, engineering surveys, preliminary plans and specifications as may be required in connection with the construction of the Project.
Authority and Obligations. (a) In conformity with the provisions of the Partnership Agreement, the Developer has performed certain services related to the acquisition, construction, development and/or rehabilitation of the Apartment Complex and shall oversee the acquisition, construction, development and/or rehabilitation of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities and are designated from time to time by the General Partner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and assist the structuring of the Apartment Complex by the Partnership;
(ii) Negotiate and cause to be executed in the name and on behalf of the Partnership agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction and/or rehabilitation of any improvement or tenant improvements to be constructed and/or rehabilitated or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have been approved by the Partnership unless the terms, conditions, and parties comply with guidelines issued by the General Partner concerning such agreements;
(iii) Assist the Partnership in dealing with neighborhood groups, local organizations, abutters and other parties in interest in the development of the Apartment Complex;
(iv) Provide the initial equity funding for the construction and/or rehabilitation of the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction and/or rehabilitati...
Authority and Obligations
