Duties of Developer. A. Developer and the Controlling Principals, as applicable, make the following representations, warranties and covenants and accept the following obligations:
(1) If Developer is a corporation, limited liability company, partnership or other Entity, Developer make the following representations, warranties and covenants to Licensor:
(a) Developer is duly organized and validly existing under the state law of its formation.
(b) Developer is duly qualified and is authorized to do business in each jurisdiction in which its business activities or the nature of the properties owned by it require such qualification.
(c) Developer's corporate charter, written operating agreement or written partnership agreement shall at all times provide that the activities of Developer are confined exclusively to the development and operation of O'Charley's restaurants. Unless otherwise consented to by Licensor in writing, Developer shall not use the Proprietary Marks as part of its corporate or other legal name, and, in any event, shall obtain Licensor's approval of such corporate or other legal name prior to applying for or filing it with the applicable government authority.
(d) The execution of this Agreement and the consummation of the transactions contemplated hereby are within Developer's corporate power, if Developer is a corporation, are permitted under Developer's articles of organization and written operating agreement and have been duly authorized by Developer, if Developer is a limited liability company, are permitted under Developer's written partnership agreement and have been duly authorized by Developer, if Developer is a partnership.
(e) If Developer is a corporation, copies of Developer's Articles of Incorporation, Bylaws, other governing documents, any amendments thereto, resolutions of the Board of Directors authorizing entry into and performance of this Agreement and any certificates, buy-sell agreements or other documents restricting the sale or transfer of stock of the corporation, and any other documents as may be reasonably required by Licensor, shall have been furnished to Licensor prior to the execution of this Agreement; if Developer is a limited liability company, copies of Developer's articles of organization, operating agreement, any buy-sell agreements or other documents restricting the sale or transfer of interests in the limited liability company, and any other governing documents and any amendments thereto shall have been furnished to Licensor pr...
Duties of Developer. Developer shall be responsible for all duties identified in this Agreement and for satisfactory completion of the project. TASS assumes no responsibility for any construction defects, injuries, or any other cause of action that may arise during the construction process undertaken by or at the direction of the Developer.
Duties of Developer. (a) Developer shall provide on a best effort basis the support required to complete and deliver Development Work, Development Product, and/or Deliverables according to the schedule set forth in the related SOW.
(b) Developer, on a continuous basis, shall report necessary information and results produced by Developer regarding the Development Work to KBT’s Project Manager at the timing set forth in the related SOW. Developer, on a continuous basis, shall answer KBT’s questions with respect to Development Work.
(c) Developer shall inform KBT immediately about any unexpected or foreseeable delays as soon as possible.
Duties of Developer. 14 ARTICLE VII
Duties of Developer. Developer shall be responsible for all duties identified in this Agreement and for satisfactory completion of the project. The District assumes no responsibility for any construction defects, injuries, or any other cause of action that may arise during the construction process undertaken by or at the direction of the Developer.
Duties of Developer. (a) Developer shall provide on a best effort basis the support required to complete and deliver Development Work, Development Product, and/or Deliverables according to the schedule set forth in the related SOW.
(b) Developer, on a continuous basis, shall report necessary information and results produced by Developer regarding the Development Work to ****’s Project Manager at the timing set forth in the related SOW. Developer, on a continuous basis, shall answer ****’s questions with respect to Development Work.
(c) Developer shall inform **** immediately about any unexpected or foreseeable delays as soon as possible.
Duties of Developer. Developer will, at its own cost, obtain all Permits and Authorizations in the name of Developer necessary for the development, construction and operation of the Project at the Project Site, except to the extent Applicable Law requires any of the Permits or Authorizations to be in the name of Phoenix. If any Permit or Authorization is required to be filed in the name of Phoenix, Phoenix shall cooperate in the executing, filing and processing of such Permit or Authorization, and any associated correspondence, filings or other documentation necessary or convenient in the design, construction and operation of the Project and Developer shall bear all out-of-pocket costs associated therewith.
Duties of Developer. 4.1 Developer shall comply with each and every provision of District Resolution 538.
Duties of Developer. (3) This section is amended by inserting three (3) new sentences before the current second sentence, "Accordingly, Developer and Controlling Principal and/or others working on its behalf, will not, during the term of the Development Agreement, actively solicit or caused to be solicited ("No Solicitation Rule") any employee or any individual who is at the time or was within the preceding three (3) months employed in a restaurant managerial position, a multi-restaurant supervisory position or home office staff position (e.g., officer or director level personnel, management information systems personnel or human resources and training personnel), by Licensor or any of its Affiliates, including, but not limited to, individuals employed by Licensor to work in its O'Charley's restaurants, or at Licensor's home office, or employed in a restaurant managerial position by any other developer or operator operating under the System (a "Covered Individual"). In the event, Developer and Controlling Principal employ, during the term of the Development Agreement, a Covered Individual, Developer and Controlling Principal must notify the Licensor immediately after discovering such occurrence in writing. This section shall not be violated if at the time Developer employs or seeks to employ such person, Licensor gives its written consent." The new fourth sentence is amended to read "In the event, Developer and Controlling Principal, during the term of the Development Agreement, violate the "No-Solicitation Rule," then such former employer of such Covered Individual shall be entitled to compensation for the reasonable costs and expenses, of whatever nature or kind, incurred by such employer in connection with the training of such Covered Individual."
Duties of Developer. 5 4.1 Site Selection and Leases............................................. 5 4.1.1 Site Selection................................................ 5 4.1.2 Leases........................................................ 5 4.2 Execution of Addendum to Franchise Agreement.......................... 6 4.3 Store Design Specifications........................................... 7 4.4 Opening Inventory..................................................... 7 4.5 Training.............................................................. 7 4.6
