Form of Incentives / Parties’ Rights and Duties Sample Clauses

Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) RDC’s Transfer of Title to Developer: Subject to all applicable statutory requirements relative to the disposition of real property by the RDC, the RDC agrees to transfer title to the Property by Warranty Deed (the substantially-final form of which is attached as Exhibit “B”) to the Developer for Ten Thousand Dollars ($10,000) and other valuable consideration, including the Developer’s performance of the terms of this Agreement. (b) The RDC will purchase the Improvements for Developer’s use and benefit in an amount not to exceed Two Hundred Sixty Thousand Dollars ($260,000). (c) RDC Lien Rights and Assignments of Rents and Profits: The RDC’s interests in the Property and Project include the current value of the Property ($212,500) plus any monies expended by the RDC relative to the Project (together, the “RDC’s Interests”), and Xxxxxxxxx agrees: (i) to grant an equitable and legal lien (in the form of a mortgage or other mutually agreed legal instrument, the substantially-final form of which is attached as Exhibit “C”) on the Property, and (ii) to assign any lease rights it may have (including the right to receive rent and profits arising from the Property) (in the form of an assignment of rents and profits or other mutually agreed legal instrument) to the RDC to further secure the RDC’s Interests. (d) At Developer’s option, (1) if title to the Improvements remains vested in the RDC, Developer’s lease payments will be as follows; or (2) if title to the Improvements transfers to Developer, it will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the RDC: (i) If Developer fails to complete the Project within twenty-four (24) months of the date of this agreement, Developer will re-pay the RDC’s Interests on demand; (ii) If Developer completes the Project within twenty-four (24) months of the date of this agreement, Developer will pay nothing to the RDC;
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the FDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) The FDC will partially fund the rehabilitation and repair of the Property in conjunction with the Company’s Project in an amount not to exceed either (1) fifteen percent (15%) of the Company’s contribution; or (2) Fifty Thousand Dollars ($50,000)(the FDC’s “Interests”), by making period payments (but not more often than monthly) in an amount and for the purposes identified by the Company, all of which are to be used for the Project. (b) At Company’s option, (1) if title to the Improvements remains vested in the FDC, Company’s lease payments will be as follows; or (2) if title to the Improvements transfers to Company or to the owner of the Property, Company will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the FDC: (i) If Company fails to complete the Project within twenty-four (24) months of the date of this agreement, Company and Tech Park will re-pay the FDC’s Interests on demand. Neither Company nor Tech Park will have any further obligation or liability to the FDC beyond the total amount advanced to Company at the expiration of the twenty-four (24) month period; (ii) If Company completes the Project within twenty-four (24) months of the date of this agreement, Company and Tech Park will pay nothing to the FDC;
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) The RDC will purchase the Improvements for Old Post Brewhouse, LLC’s use and benefit. At Old Post Brewhouse, LLC’s option, (1) if title to the Improvements remains vested in the RDC, Old Post Brewhouse, LLC’s lease payments will be as follows; or (2) if title to the Improvements transfers to Old Post Brewhouse, LLC, it will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the RDC: (i) If Old Post Brewhouse, LLC fails to complete the Project within twenty- four (24) months of the date of this agreement, Old Post Brewhouse, LLC will re-pay the incentive to the RDC on demand; (ii) If Old Post Brewhouse, LLC completes the Project within twenty-four
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) Xxxxx Street Residences – Future Parking Lot. (i) Developer will purchase the following four (4) existing single-family residences: 00 Xxxx Xxxxx Xxxxxx, 49 East Xxxxx Street, 00 Xxxx Xxxxx Xxxxxx, and 00 Xxxx Xxxxx Xxxxxx (the “Parking Lot” properties). (ii) The RDC will obtain two (2) independent professional appraisals of these Parking Lot properties, and will pass a resolution authorizing the purchase of these properties from the Developer for the sum of Two Hundred Fifty Three Thousand Dollars ($253,000.00), plus closing costs and related expenses, plus any interest- related carrying costs incurred by the Developer between the time of its purchase of the Parking Lot properties and its sale of same to the RDC. The RDC will then purchase these Parking Lot properties from the Developer (free and clear of all claims and liens, as evidenced by an owner’s policy of title insurance, at the RDC’s expense) in order to convert them into the Parking Lot. (iii) The City of Franklin, by and through its Board of Public Works and Safety (the “City”), working in conjunction with the RDC, will raze the structures, prepare the properties, and construct on the site a public parking lot consisting of approximately fifty (50) parking spaces. (iv) As and when appropriate, the RDC may transfer ownership of the Parking Lot properties to the City.
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the Town Bodies as set forth in Article III, Sections 3.01 through 3.04 above (together, the “Economic Development Incentives”) and the parties’ rights and duties shall be subject to compliance with applicable statutory requirements.
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) The RDC will purchase the Real and Personal Improvements for Developer’s use and benefit in an amount not to exceed Four Hundred Five Thousand Dollars ($405,000)(the RDC’s “Interests”). (b) At Developer’s option, (1) if title to the Improvements remains vested in the RDC, Developer’s lease payments will be as follows; or (2) if title to the Improvements transfers to Developer, Developer will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the RDC: (i) If Developer fails to complete the Project within twenty-four (24) months of the date of this agreement, Developer will re-pay the RDC’s Interests on demand; (ii) If Developer completes the Project within twenty-four (24) months of the date of this agreement, Developer will pay nothing to the RDC;
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the FDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (a) The FDC will partially fund the rehabilitation and repair of the Property in conjunction with Urban Air’s Project in an amount not to exceed Fifty Thousand Dollars ($50,000) (the FDC’s “Interests”) by making periodic payments (but not more often than monthly) in an amount and for the purposes identified by Urban Air, all of which are to be used for the Project. (b) At Urban Air’s option, (1) if title to the Improvements remains vested in the FDC, Urban Air’s lease payments will be as follows; or (2) if title to the Improvements transfers to Urban Air or to the owner of the Property, Urban Air will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the FDC: (i) If Urban Air fails to complete the Project within twenty-four (24) months of the date of this agreement, Urban Air will re-pay the FDC’s Interests on demand. Urban Air will not have any further obligation or liability to the FDC beyond the total amount advanced to Urban Air at the expiration of the twenty-four (24) month period; (ii) If Urban Air completes the Project within twenty-four (24) months of the date of this agreement, Urban Air will pay nothing to the FDC;
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: (i) The RDC will pay with monies from its Capital Expense Fund, and if necessary, pro rata from the allocation fund(s), Three Hundred Seventy Five Thousand Dollars ($375,000.00) to assist FCSC in the completion of the Project. (ii) If FCSC fails to complete the Project within twenty-four (24) months of the date of this agreement, FCSC will re-pay the incentive to the RDC on demand; (iii) If FCSC completes the Project within twenty-four (24) months of the date of this agreement, FCSC will pay nothing to the RDC;
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Form of Incentives / Parties’ Rights and Duties. The incentives offered by the RDC and the parties’ rights and duties will be as follows, all subject to compliance with applicable statutory requirements: the RDC will purchase with monies from its Capital Expense Fund Five Hundred Thousand Six Hundred Forty Dollars ($500,640) worth of real property improvements and/or personal property for FCSC’s use and benefit. At FCSC’s option, (1) if title remains vested in the RDC, FCSC’s lease payments will be as follows; or (2) if title transfers to FCSC, FCSC will make the following purchase price payments (and grant a corresponding security interest) structured as follows in favor of the RDC: (i) If FCSC fails to complete the Project within twenty-four (24) months of the date of this agreement, FCSC will re-pay the incentive to the RDC on demand; (ii) If FCSC completes the Project within twenty-four (24) months of the date of this agreement, FCSC will pay nothing to the RDC;
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Related to Form of Incentives / Parties’ Rights and Duties

  • Rights and Duties The Unitholders shall have the following rights, powers, privileges, duties and liabilities: (a) The Unitholders shall have the right to obtain from the Sponsor the reports and information as are set forth in Article X and the list of Authorized Purchasers contemplated by Section 4.5(a)(i). The foregoing rights are in addition to, and do not limit, other remedies available to Unitholders under U.S. federal or state law. (b) The Unitholders shall receive the share of the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement. (c) Except for the Unitholders’ redemption rights set forth in Article VIII hereof, Unitholders of a Fund shall have the right to demand the return of their capital only upon the dissolution and winding up of the applicable Fund or the Trust and only to the extent of funds available therefore. In no event shall a Unitholder of a Fund be entitled to demand property other than cash unless the Sponsor, as determined in its sole discretion, has specified property for distribution to all Unitholders of such Fund, or the Trust, as applicable. No Unitholder of any Fund shall have priority over any other Unitholder of such Fund either as to the return of capital or as to profits, losses or distributions. No Unitholder of any Fund shall have the right to bring an action for partition against the Trust or a Fund. (d) Unitholders, voting together as a single class, or, if the proposed change affects only certain Funds, of each affected Fund voting separately as a class, may vote to (i) approve the items set forth in 4.9(a), (ii) remove the Sponsor and elect a successor Sponsor as set forth in Section 5.12(e), (iii) approve amendments to this Trust Agreement as set forth in Section 12.1, (iv) continue the Trust as provided in Section 14.1(a), (v) terminate the Trust as provided in Section 14.1(e), and (vi) in the event there is no Sponsor, elect the Liquidating Trustee as set forth in Section 14.2. Unless otherwise specified in the relevant section of this Trust Agreement or in federal law or regulations of rules on any exchange, any matter upon which the Unitholders vote shall be approved by the affirmative vote of Unitholders holding Units representing at least 66 2/3% of the outstanding Units of the Trust or the applicable Fund, as the case may be. Except as expressly provided in this Trust Agreement, the Unitholders shall have no voting or other rights with respect to the Trust or any Fund.

  • Delegation of Rights and Duties Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article VIII to the extent provided by Agent.

  • Rights and Duties of Rights Agent The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the General Counsel, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Rights Agent shall be protected and shall incur no liability for any action taken, suffered or omitted by it in good faith unless a court of competent jurisdiction determines that the Rights Agent's gross negligence or willful misconduct was the primary cause of any loss to the Company or any holder of a Right Certificate (or, prior to the Distribution Date, any holder of a Right as holder of a Common Share). The Rights Agent makes no representation or warranty with respect to and is not responsible for the validity, value or availability of the Rights, the Right Certificates or the Preferred Shares. (d) The Rights Agent shall be protected and shall incur no liability for any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in this Section 20. (e) The Rights Agent shall not be assumed to have knowledge of and shall not be required to take note of or act upon any fact or circumstance including, without limitation, the occurrence of facts or circumstances leading to the Shares Acquisition Date or the Distribution Date, facts or circumstances relating to whether any Person may be an Affiliate or an Associate of any other Person, facts or circumstances relevant to an adjustment to the Purchase Price, facts or circumstances relevant to events described in Section 13 (mergers, etc.), Section 23 (redemption) and Section 24 (exchange) which may be relevant to performance by the rights Agent under this Agreement unless the Company has provided written notice thereof to the Rights Agent; and the Company agrees that it will (i) promptly notify the Rights Agent in writing of the occurrence of the Shares Acquisition Date (including the identity of the Acquiring Person and the date on which the Shares Acquisition Date occurred), the Distribution Date, the Redemption Date, and of any events described in Section 13 (merger), and (ii) promptly provide the Rights Agent with such other information as the Rights Agent may reasonably request in connection with the performance of its duties under this Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential damage or loss of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action, provided the Rights Agent has acted in good faith under this Agreement. (g) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (h) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the General Counsel, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Rights Agreement and the date on and/or after which such action shall be taken or omitted and the Rights Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or omitting any such action, the Rights Agent has received written instructions in response to such application specifying the action to be taken or omitted. (i) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (j) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

  • Grants, Rights and Remedies This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

  • Rights and Duties Upon Termination 8.1 Upon termination of this Agreement, Eisai shall have the right to retain any sums already paid by Radius hereunder, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due. 8.2 Upon termination of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai of the amount of Product Radius then have on hand, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay the royalty thereon at the time herein provided for. 8.3 In either case that Radius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time of the termination in a timely manner. Thereafter, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius Know-How, to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai will have the option to assume, to the extent transferable, any third party licenses and agreements relating to the Product without compensation to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5. 8.4 Termination of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 6.1, 6.4 (second, third and fourth sentences), 9, 10.2, 11 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), and 13-16. 8.5 In the event the licenses granted to Radius under this Agreement terminates for any reason, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in their sublicense agreements, provided that such sublicensee agrees in writing that: (a) Eisai is entitled to enforce all relevant provisions directly against such sublicensee; and (b) Eisai shall not assume, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Radius to such sublicensee other than to permit such sublicensee to exercise any rights to the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents that are sublicensed under such sublicense agreement consistent with the terms of Article 2.1 of this Agreement.

  • Lenders Rights and Remedies (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

  • Retention and Duties (a) The Company hereby engages and employs Executive for the Period of Employment on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, and shall have the powers, authorities and duties customarily vested in such office in the Company’s industry. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

  • Banks Rights and Remedies 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: a. Declare Borrower's Obligations, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to the Bank;

  • Rights and Duties of Members Subject to the provisions of Article 3, members will have all of the rights and powers of members as provided under the Act and as otherwise provided by law.

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