Development Credits. In calculating SMB Costs, and any SMB Rent payable by Tenant pursuant to any Landlord's Common Area Contribution to SMB Costs in accordance with Section 1.6 of the Lease, Landlord shall reasonably cooperate with Tenant in applying for and obtaining (as part of SMB Costs) Project Incentives and Credits (as defined in Section 4.2 of the Xxxx 3 Work Letter) available for the development of the Site Modernization/Beautification Improvements as may be requested by Tenant from time to time, from any Local Authority or Utility Provider, in accordance with Section 4.2 of Exhibit B-3 to this Lease; provided, however, in no event shall Project Incentives and Credits include any rights or assets of Landlord as of the date of this Lease, including without limitation any Equivalent Dwelling Units (EDUs) that Landlord may have as of the date of this Lease. Tenant shall have the exclusive right to apply for and receive the benefit of the Project Incentives and Credits attributable to the Site Modernization/Beautification Improvements, which shall be applied first as a credit against, or Tenant reimbursement of, SMB Costs paid or payable by Tenant pursuant to this Work Letter. To the extent that such Project Incentives and Credits exceed the SMB Costs they shall accrue solely to the benefit of the Tenant, and to the extent that such Project Incentives and Credits are credited against the Site Modernization/Beautification Allowance, the amount of such credit shall be promptly paid to Tenant following the Substantial Completion of the Site Modernization/Beautification Improvements.
Development Credits. A new Section 3.14 is hereby added to the Development Agreement, to read as follows:
Development Credits. On an annual basis commencing on February 1, 2007, DIRECTV shall be entitled to a non-refundable “Development Credit” [*] made to TiVo during the prior 12 months; provided, however, that the Development Credit in any particular year will be calculated without regard to whether DVR/PVR Service Fees have been advanced to TiVo pursuant to Section 3.4(d). The Development Credits shall be applied against amounts payable by DIRECTV to TiVo for development services undertaken pursuant to an accepted PCR as set forth in Section 2.3(f), provided, however, any Development Credits to which DIRECTV is entitled as of February 1 of a given year must be used by no later than January 31 of the subsequent year. Development Credits [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. not used by January 31 of the subsequent year shall be forfeited. DIRECTV may elect to use Development Credits to which DIRECTV expects to be entitled as of February 1 of a given year, up to a maximum of [*] or such greater amount agreed by TiVo, toward amounts payable by DIRECTV to TiVo for development services undertaken pursuant to an accepted PCR (e.g., if amounts are payable prior to February 1 of a given year). By way of example and not of limitation, between the Seventh Amendment Effective Date and January 31, 2007, DIRECTV may elect to apply up to [*] of Development Credits that DIRECTV expects to receive as of February 1, 2007, against amounts payable pursuant to an accepted PCR; and the remaining Development Credits that DIRECTV receives as of February 1, 2007 must be used between February 1, 2007, and January 31, 2008. In the event that TiVo agrees to perform development services with a value, based on the T & M Rate, in excess of DIRECTV’s Development Credits, DIRECTV shall pay TiVo such excess amount, based on the T & M Rate.”
Development Credits. Ocean Ranch Developer has required that SELLER obligate any purchasers of any of SELLER's Tract to agree to assume the obligation of SELLER to purchase from Ocean Ranch Developer certain credits held by Ocean Ranch Developer as a result of prepayment of certain fees or charges to any governmental agency, public utility or school district ("Credits") as more particularly provided in Section 15(g) of the Ocean Ranch Contract. BUYER, effective as of the Close of Escrow, agrees to perform such obligation, including providing the Ocean Ranch Developer or its successor written notice in accordance with the requirements of the Ocean Ranch Contract.
Development Credits. On an annual basis commencing on February 1, 2007, DIRECTV shall be entitled to a non-refundable “Development Credit” [*]. The [*] shall be [*] if, in the prior year: (a) [*], and (b) [*] as authorized herein. The Development Credit will be applied against amounts invoiced by TiVo and payable by DIRECTV pursuant to the TE Solution Statement of Work or any accepted PCR under this Agreement; provided, however, any portion of the Development Credit to which DIRECTV is entitled as of February 1 of a given year must be applied to outstanding invoices that are due and payable on or before January 31 of the subsequent year and any portion of such Development Credit not so applied shall be forfeited. If any invoice is due and payable for services under the TE Solution Statement of Work (up to the amount of the [*] provided for in the TE Solution Statement of Work) or any accepted PCR (solely to the extent that DIRECTV expressly agreed to pay for fees in excess of the available Development Credit in such accepted PCR) in excess of the Development Credit available, DIRECTV shall pay TiVo such excess amount. Notwithstanding anything to the contrary in the foregoing, if TiVo agrees to fund development costs under any accepted PCR initiated by TiVo under this Agreement, TiVo may apply up to [*] of the Development Credit to which DIRECTV is entitled as of February 1 of a given year toward such development costs upon achieving the milestones set forth in such accepted PCR to the extent that the Development Credits are still available (and have not been used by DIRECTV) as of the date(s) TiVo achieves such milestones.
Development Credits. Except as may be otherwise mutually agreed by the Parties in writing, all software development services shall be funded by credits from the Credit Bank Account as set forth in the Referral Agreement, this Section 5 and the applicable Work Order. The credits to be used to fund development services and Support Services shall be based on the Mid-Level Developer Hour as set forth in the applicable Work Order. Such value of the Mid-Level Developer Hour may be revised only upon mutually written agreement of the Parties under a change order initiated by either Party under Section 8. Aon will purchase and maintain a balance of Credit Bank Account credits for any future development work and annual support and hosting services as set forth in the Referral Agreement. Textura shall not be required to provide more than two thousand five hundred (2,500) credits of development in any given calendar quarter unless Textura agrees to do so in a Work Order or other agreement, in its sole discretion.
