Developer’s Undertakings Sample Clauses

Developer’s Undertakings. During the term of this Agreement the Developer shall do the following: (a) There are no businesses located on the Property, so no relocation plan is required. (b) Within 30 days after the date of this Agreement, the Developer shall do the following: (i) Submit to the City a statement of the sources and uses and profit of all funding, including any City Participation which may be requested by the Developer, for the construction of the Development and a revised pro forma detailing all costs of the Development and including the income that is anticipated to be generated by the commercial portion of the Development. The pro forma shall be in such detail and form as would be acceptable to a lender being asked to provide mortgage financing for the Development. The Developer shall provide to the City such additional information as the City and its financial consultant may require to allow the City and its financial consultant to undertake a “but for” analysis for purposes of the Minnesota tax increment financing laws. The Developer understands that if the City is able to provide financial assistance for the Development, the preference is to provide such assistance on a “pay as you go” basis by which financial assistance would be made available as it is generated by the Development, and the City will not be obligated to make payments to the Developer if actual revenues received from the project are less than expected. (ii) Submit to the City financial statements, in a form acceptable to the City, for Developer and Developer’s owners. (c) Within 60 days after the date of this Agreement, the Developer shall do the following: (i) submit to the City a proposed schedule for all phases of the Development, including without limitation, the timing of the closing on financing and the various stages of construction; (ii) submit to the City a report by the Developer’s engineer describing the nature and location of any public improvements that it will be necessary to construct as a result of the construction of the Development; (iii) complete a concept review of the proposed Development by the City’s Zoning and Planning Commission and City Council as required by the City Code; (iv) hold an informational meeting, if Developer desires, with written notice being provided to all owners of property which is adjacent to the Property to discuss the Development and to hear and respond to such parties’ concerns and questions; and (v) submit to the City a formal development proposal i...
Sample 1
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Developer’s Undertakings. During the term of this Agreement, the Developer shall: (i) Submit to the City and EDA a design proposal to be approved in concept by the City and the EDA showing the location, size, and nature of the Development, including floor layouts, renderings, elevations, and other graphic or written explanations of the Development, and the Infrastructure Improvements meeting City standards; provided, however, such approval shall be for purposes of this Agreement only and shall not constitute approval for purposes of obtaining a building permit or any other purpose; (ii) Submit to the City and EDA an over-all cost estimate for the design and construction of the Development and Infrastructure Improvements; (iii) Submit to the City and EDA a proposed schedule for all phases of the Development and Infrastructure Improvements; (iv) Undertake and obtain such other preliminary economic feasibility studies, income and expense projections, financing commitments and such other economic information as the Developer may desire to further confirm the economic feasibility and soundness of the Development; (v) Submit to the City and EDA the Developer’s financing plan showing that the Development is financially feasible, and, to the extent Developer seeks public financial assistance in any form (including reduced land cost, waiver of fees, and tax increment financing), evidence that such assistance is reasonably necessary to make the Development financially feasible; and (vi) Submit to the City and EDA pro forma operating and financial data and projections for the Development evidencing the Developer’s ability to undertake the Development. (vii) Cooperate with the City and the EDA in meeting the requirements of any participating governmental entity with respect to the proposed public assistance, including providing to the City such additional information as the City and its fiscal and development consultant, Xxxxx Xxxxx, may require to allow the City and its financial consultant to undertake a “but for” analysis for purposes of the Minnesota tax increment financing laws; and. (viii) Negotiate the Contract in accordance with, and subject to, the terms hereof. The costs of all undertakings by the Developer under this Section 3 shall be borne solely by the Developer. All of the information and materials described in this Section 3 shall be the property of the Developer.
Sample 1
Developer’s Undertakings. The Developer undertakes to : 8.1 Design the Improvements and obtain all necessary approvals including approval of building plans; 8.2 Instruct the Marketing Agents to market the Property and Improvements on a plot and plan basis; 8.3 Sign the Agreement of Purchase and Sale with the Purchaser, on behalf of the Owner, and instruct Xxxxx Xxxxx Attorneys Incorporated to attend to the transfer of the Property into the name of the Purchaser; 8.4 Engage a building contractor of its choice to erect the Improvements; 8.5 Ensure that it receives payment of the cost of the Improvements from the Purchaser; and 8.6 Pay the Owner the Further Consideration, if any.
Sample 1
Developer’s Undertakings. As soon as practicable after the date of this Agreement, but in no event later than December 29, 2023 or as otherwise specified in this Section 3, the Developer shall submit to the City and EDA the following: (a) A completed application to the City for conduit revenue bonds (the “Conduit Bonds”) to provide financing for the Development; (b) A preliminary plat to divide the parcel identified as 00-000000-0 and separate the Property therefrom, for approval by the City; (c) An over-all cost estimate for the design and construction of the Development and related machinery and equipment; (d) A proposed schedule for the starting and completion of all phases of the Development; and (e) A negotiated Contract in accordance with, and subject to, the terms hereof. In addition, the Developer shall cooperate with the City and the EDA in meeting the requirements of any participating governmental entity with respect to the proposed public assistance. The costs of all undertakings by the Developer under this Section 3 shall be borne solely by the Developer. All of the information and materials described in this Section 3 shall be the property of the Developer.
Sample 1
Developer’s Undertakings. The Developer will provide the following to mitigate increase of service by to parks and recreation facilities as follows: a. The Developer agrees to post prominently at the Developer’s Property information for all of the local County, State and Federal park and recreation services sufficient so guests can readily obtain information on fees, availability and activities. b. The Developer agrees to provide shuttle capability for up to 28 people per day to local County, State and Federal parks and recreation facilities during the primary season from June to September. c. The Developer agrees to give residents of the Brinnon community access to passive facilities such as trails, open spaces, parks, athletic fields, playgrounds, and picnic sites free of charge. d. The Developer agrees that active and indoor facilities such as swimming pools, conference centers, golf courses, marina facilities, fitness areas, classroom space, or dining halls may be rented for a reasonable fee. e. The Developer agrees to allow access to resort amenities by Jefferson County Parks and Recreation programs such as summer camps, youth sports leagues, fitness programs, swimming lessons, or community events on a reservation basis, and for a nominal fee.
Sample 1
Developer’s Undertakings. Conditioned upon the Town’s performance of its undertakings set forth in Article 4, and provided Developer has not terminated this Agreement pursuant to Section 7.1, Developer agrees to the following:
Sample 1
Developer’s Undertakings. The nature and extent of the Developer's undertakings are shown in Developer's Scope of Work, Exhibit A hereto, which are sometimes referred to herein as the "Developer's Initial Improvements". The aggregate of improvements made to Site by the Developer, including the required Developer's Initial Improvements together with additional improvements the Developer may make to the Site, not inconsistent herewith, shall be referred to as "Developers Improvements."
Sample 1
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Related to Developer’s Undertakings

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

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