Management and Development Agreement Sample Clauses

Management and Development Agreement. At Closing hereunder, Seller shall execute and deliver, and Seller shall cause the Company to execute and deliver, a termination agreement in the form attached hereto as Exhibit I (the “Management and Development Agreement Termination Agreement”), whereupon, (i) the Management and Development Agreement shall be deemed null and void and of no further force or effect and Seller shall be deemed to have resigned as manager, (ii) Purchaser and the Company shall be released from any and all obligations to make payments to the Seller, as a Member, manager or otherwise, including but not limited to management fees, and any all outstanding and/or future payments or fees shall be deemed paid in full and waived by Seller, and (iii) except for any obligations or liabilities set forth in this Agreement and those which, pursuant to the Management and Development Agreement Termination Agreement, expressly survive termination of the Management and Development Agreement, each party shall be released from any further obligations or liabilities thereunder. At and following Closing, in addition to the Purchase Price, the Purchaser shall reimburse to the Seller the actual costs incurred by Seller to duplicate files and records in connection with the turnover and transition of management of the Company to the Purchaser, provided however, in no event shall the aggregate amount of such reimbursement exceed Five Thousand Dollars ($5,000.00).
Sample 1
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Management and Development Agreement. Notwithstanding the provisions of Section 5.1 to the contrary, the Seller shall indemnify, defend and hold harmless the Company and Purchaser, their employees and agents, from any costs, expense, claim, liability or damage incurred by reason of the gross negligence or willful misconduct of the Seller, as manager, and by reason of the Seller, as manager, acting outside the scope of its authority under the Management and Development Agreement, including reasonable attorneys’ fees and costs incurred by them in connection with the defense of any action based on such gross negligence, willful misconduct or actions outside the scope of the Seller’s authority as manager. Purchaser acknowledges that it is not aware of any such liability on the part of the Seller as of the Effective Date. Notwithstanding anything to the contrary, this duty of indemnification shall expire one (1) year following the Closing Date.
Sample 1

Related to Management and Development Agreement

  • Research and Development (i) Advice and assistance in relation to research and development of Party B;

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Creation and Development Fee If the Prospectus related to a Trust specifies a creation and development fee, the Trustee shall, on or immediately after the end of the initial offering period, withdraw from the Capital Account, an amount equal to the unpaid creation and development fee as of such date and credit such amount to a special non-Trust account designated by the Depositor out of which the creation and development fee will be distributed to the Depositor (the "Creation and Development Account"). The creation and development fee is the per unit amount specified in the Prospectus for the Trust.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Joint Development All inventions, know-how, trade secrets, data or information which result from joint development by the Parties hereto shall be jointly owned by the Parties. The Parties hereby agree to cooperate in good faith in the filing of any and all patent applications in all jurisdictions.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

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