The Concession 3.1.1 Subject to and in accordance with the provisions of this Agreement, the Applicable Laws and the Applicable Permits, Maha-Metro hereby grants to the Concessionaire the concession set forth herein including the exclusive right, licence and authority to develop/construct, operate and maintain the Project (the “Concession”) for a period of 60 (sixty) years commencing from the Effective Date, and the Concessionaire hereby accepts the Concession and agrees to implement the Project subject to and in accordance with the terms and conditions set forth herein;
3.1.2 Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle (as the case may be) the Concessionaire to:
(a) Right of Way, access and lease rights to the Project Site for the purpose of and to the extent conferred by the provisions of this Agreement;
(b) to design, engineer, finance, procure and construct the Project;
(c) manage, operate and maintain the Project and regulate the use thereof by third parties;
(d) demand, collect and appropriate revenue from the Users for using the Project Assets or any part thereof;
(e) perform and fulfil all the Concessionaire’s obligations under and in accordance with this Agreement;
(f) bear and pay all costs, expenses and charges in connection with or incidental to the performance of the obligations of the Concessionaire under this Agreement; and
(g) neither assign, transfer or sublet or create any lien or Encumbrance on this Agreement, or the Concession hereby granted or on the whole or any part of the Project nor transfer, lease or part possession thereof, save and except as expressly permitted by this Agreement.
3.1.3 The Concession Period shall commence on the Effective Date and shall end on the Transfer Date.
Grant of Concession 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way.
2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement.
2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information.
2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information.
2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents.
2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents.
2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following:
2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and
2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease.
2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.
Area of Concern Defective plumbing fixtures, appliances, or trim fittings. Standard: Fixtures, appliances, and fittings should comply with the manufacturer’s Standards.
Project or Building Name and Signage Landlord shall have the right at any time to change the name of the Project or Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the name of the Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted by Tenant in the Premises, without the prior written consent of Landlord.
Construction of Contract Both parties have participated fully in the review and revision of this contract. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this contract.
Sole purpose of the Concessionaire The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein.
SUB-LETTING This Rental Agreement shall not be assigned nor shall the premises be sub-let without written consent of the Landlord.
Sub-licensing Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that:
(1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement;
(2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition;
(3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted;
(4) [***];
(5) [***];
(6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement;
(7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP;
(8) [***];
(9) it shall diligently collect all amounts due under each sub-licence;
(10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder;
(11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement;
(12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly;
(13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products;
(14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.
Contracts Concerning Use of Project The Recipient agrees that during the Agreement Term it will not contract with any Private Person for use of the Project or any portion thereof or the facility or facilities of which the Project is a part for any Private Business Use unless all of the conditions of subparagraph F.3.a., subparagraph F.3.b. or subparagraph F.3.c. are met:
a. If the compensation of the Private Person is based entirely on a periodic, fixed fee that contains no incentive adjustments, all of the following conditions must be met: (A) no amount of compensation is based on a share of the net profits; (B) the compensation is reasonable; (C) the term of the contract does not exceed five (5) years (including any renewal option periods provided for in the contract);
Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.
