Exclusive Development Rights Sample Clauses

Exclusive Development Rights. The Parties agree that during the Development Term, Developer shall have the exclusive right to develop and construct the Development Projects, including any portion thereof, on the Hardisty Rail Property. Current Operator shall not, and shall not permit any other Person during the Development Term, to develop, construct or install any facilities or other improvements on the Hardisty Rail Property that would expand the operational capacity of the Hardisty Rail Terminal Facility without the prior written approval of Developer, which approval maybe given or withheld in the sole and absolute discretion of Developer.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Exclusive Development Rights. During the term of this Agreement, the City and the EDA each agree that it will not negotiate or contract with any other party concerning the sale or development of the Property. The Developer shall not assign or transfer its rights under this Agreement in full or in part, or enter into any subcontracts to perform any of its obligations hereunder, without the prior written consent of the City and the EDA.
Sample 1Sample 2Sample 3
Exclusive Development Rights. 3.1 The Parties agree that during the Initial Term and any Renewal Term (collectively, the “Development Term”), USDCF shall have the exclusive right to develop, own and operate any additional improvements or businesses at the West Colton Terminal or any portion of the property thereof other than any improvements or businesses existing as of the Effective Date and the provision of the Terminalling Services (collectively, “Development Projects”), provided that no Development Project may materially interfere with the provision by WCRT of any then-existing Terminalling Services and that such Development Project shall not violate the terms and conditions of the Lease. WCRT shall not, and shall not permit any other person or entity during the Development Term, to develop, construct or install any facilities or other improvements at the West Colton Terminal or any portion of the property thereof (other than the development, construction or installation of any facilities or other improvements related to the Terminalling Services by WCRT) without the prior written approval of USDCF, which approval maybe given or withheld in the sole and absolute discretion of USDCF, and if applicable, the prior written approval of the Lessor. 3.2 In the event that USDCF desires to exercise its right to commence a Development Project at the West Colton Terminal pursuant to this Section 3, WCRT agrees and covenants to cooperate in good faith with USDCF in connection with each such Development Project and, without in any way limiting the foregoing and in each case subject to compliance with the terms and conditions of the Lease, the following shall apply: (a) WCRT shall sell, lease, grant an easement or otherwise convey to USDCF, its Affiliates, its customers and/or any other third parties, on reasonable and arms-length terms and for reasonable and arms-length consideration, the rights to, or to use, those portions of the West Colton Terminal necessary for the development, ownership and operation of such Development Project, including, without limitation, permanent and/or temporary easements, access rights and development and use rights (the “Easements and Related Rights”) in, on, over, under and across the West Colton Terminal in connection with such Development Project, including, but not limited to, easements and related rights for access (including vehicle road access), rail purposes, utilities, drainage and storm water retention facilities, construction and grading (including for...
Sample 1
Exclusive Development Rights. Subject to the terms and conditions set forth below, GuestHouse hereby grants to Western the exclusive right to construct, establish, develop, own. operate and maintain GuestHouse affiliated properties in the states of Washington, Oregon, Montana, Idaho and Alaska (the "Designated Area") for a twenty year period ending December 31, 2018. So long as this Agreement is in effect, no other person shall be allowed to enter into a franchise agreement with GuestHouse 'in the Designated Area without the prior written consent of Western.
Sample 1
Exclusive Development Rights. Developer shall have until January 1, 2023 to negotiate a Redevelopment Funding Agreement and Use Agreement with the City for the Property to build and operate the Minimum Improvements consistent with the Coordinated Plan requirements. Time is of the essence. If Developer is not making progress consistent with the following milestones, the State bond funding described below will be at risk. Developer’s continued exclusive development rights are contingent upon Developer complying with the following due diligence milestones: A. Prepare and submit a completed Predesign Submittal for the State Bond Funding after which, the City and Developer will begin negotiating the terms of the State grant funding for the Project. B. Prepare and submit a conceptual site plan and elevations for review by the City. C. Review and approve proposed rough grading plan for the site X. Xxxxxxxxx and City will either (i) reach agreement on what it is estimated to cost the Project if it was required to provide and manage its own stormwater on the Parcel (the “Stand-Alone Stormwater Cost Estimate) or (ii) the Developer will not participate in the shared stormwater management system expected at the Upper Harbor Terminal site and will provide and manage its own stormwater on the Parcel unless otherwise agreed to by the CPED Director. In an effort to reach agreement on the Stand-Alone Stormwater Cost Estimate, the Developer has retained Xxxxxx Xxxx to develop the design and cost estimate for a stand-alone stormwater system for the Parcel which will be compared to the Xxxxxx Xxxx estimate that was prepared by United Properties Development LLC. E. Prepare and submit an Event Transportation Management Plan (the “ETMP”) for the Project that includes parking plans and has agreements in place (or price quotes) for any parking and shuttle arrangements. F. Internally prepare Developer’s comprehensive strategy for maximizing Community participation in the Project development, vendor opportunities, programming and activation, and providing living wage jobs and career pathways that will provide an opportunity to generate wealth for the Community and submit it to the City. X. Xxxxxxx and submit an analysis evaluating the economic feasibility of achieving carbon neutrality for the Project. H. Submit completed land use applications for the Project X. Xxxxxxx and submit a schematic design for the Project that is informed by a community engagement process, (coordinated by Xxxxxxxxx.) X. Xxxxxxxxx the t...
Sample 1
Exclusive Development Rights. The Exclusive Development Rights which CTNE is entitled to are unconditional and irrevocable. CTNE legally owns adequate rights to use the Exclusive Development Rights as described in the DD Documents. There is no claim, action or proceeding being made or brought, or to the knowledge of CMNE, being threatened, against CMNE or CTNE regarding the Exclusive Development Rights. Neither CMNE nor CTNE is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.
Sample 1
Exclusive Development Rights a. Consulting Rights in Favor of Kean. Lakes Entertainment, Inc. ("Lakes Entertainment") agrees xxxt so long as any loans and similar obligations of Debtor to Lakes Entertainment or any of its Affiliates remain owing and unpaid, Lakes shall grant Debtor the right to be a consultant to Lakes Entertainment with respect to each gaming project opportunity pursued by Lakes Entertainment or any of it s Affiliates in the State of Oklahoma (each an "Oklahoma Gaming Opportunity. Lakes shall promptly notify Debtor in writing of all Oklahoma Gaming Opportunities. From the date of receiving such notice, Debtor shall have thirty (30) days to consider the Oklahoma Gaming Opportunity and notify Lakes Entertainment whether he intends to accept such consulting engagement. In the event that Debtor declines such opportunity or fails to respond within such thirty (30) day period, Lakes Entertainment shall have the right to pursue such opportunity individually or with any other party. If Debtor shall accept such consulting engagement, then Debtor and Lakes Entertainment shall enter into a consulting agreement with respect to such Oklahoma Gaming Opportunity on substantially the same terms and conditions as set forth in the Kickapoo Consulting Agreement. Lakes Entertainment shall have the right to assign its rights and obligations under this Section 5 to one or more of its subsidiaries.
Sample 1
AutoNDA by SimpleDocs

Related to Exclusive Development Rights

  • Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Foreground IP The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!