Ownership and Control of Developer Sample Clauses

Ownership and Control of Developer. Developer shall not substitute the key principal of Developer, Xxxxx Xxxxxxxxx, without the prior approval of the Town. EXHIBIT E FINANCE PLAN (FINAL) 1. Each component will have a standalone proforma that includes all expected construction and development costs with a corresponding sources of funds section. The costs anticipated include professional fees, construction costs, permit fees, insurance, startup costs, and typical new development costs. 2. The sources of funds section for each of the four (4) components will be comprised as follows:
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Ownership and Control of Developer. (a) Developer represents and warrants that: (i) As of the Effective Date, Xxxxx X. Xxxxxxx owns fifty percent (50%), and Xxxxxxx X. Xxxxxxxxx owns fifty percent (50%), of the membership interests of Developer. (ii) As of the Effective Date, New Urban Communities Corporation, a Florida corporation, is the Manager of the Developer (the “Manager”). (iii) As of the Effective Date, the following individuals are the officers and directors of Developer: Xxxxx X. Xxxxxxx, President/Treasurer, and Xxxxxxx X. Xxxxxxxxx, Vice President/Secretary. (iv) As of the Effective Date, the following individuals are the officers and directors of Manager: Xxxxx X. Xxxxxxx, President/Director, and Xxxxxxx X. Xxxxxxxxx, Vice President/Treasurer/Secretary/Director. (v) Notwithstanding any contrary provision in this Agreement, through the Project Completion Date, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx shall collectively maintain at least a ten percent (10%) membership interest in the Developer. (vi) The authorized members, directors and officers of Developer and Manager, as applicable, shall remain the same through the Project Completion Date, provided however, nothing herein shall prevent ownership interests in Developer or Manager being transferred to third parties as long as Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx collectively maintain at least a ten percent (10%) equity interest in the entity. Unless otherwise approved by the CRA, Developer shall not substitute any member of the development team on the Project before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, the shareholders of the Developer are and own shares in the following percentages: ( %). (b) As of the Effective Date, the officers and directors of the Developer are . Unless otherwise approved in writing by the CRA in each instance, the shareholders, officers and directors of the Developer shall remain the same through the Project Completion Date and shall not be changed, removed or substituted before the Project Completion Date. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, the membership interests of the Developer are owned by the following persons in the following percentages: Xxxxxxx Xxxxxxx (50%) and Xxxxxxxxx Xxxxxxx (50%). (b) As of the Effective Date, Xxxxxxx Xxxxxxx is the Manager of the Developer (the “Manager”). (c) Subject to Section 13 above, the members of Developer and Manager shall remain the same through the Project Completion Date. Unless otherwise approved by the CRA, the members of the Developer shall not be changed, removed or substituted before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, the membership interests of the Developer are owned by the following persons in the following percentages: ( %). (b) As of the Effective Date, is the Manager of the Developer (the “Manager”). (c) Subject to Section 13 above, the members of Developer and Manager shall remain the same through the Project Completion Date. Unless otherwise approved by the CRA, the members of the Developer shall not be changed, removed or substituted before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, Xxxxxxx Builders, LLC (“Xxxxxxx”) owns fifty percent (50%) of the membership interests of Developer and Architectura Group of Miami, Inc. (“Architectura”) owns fifty percent (50%) of the membership interests of Developer. (b) As of the Effective Date, Xxxxxx X. Xxxx is the Manager of the Developer (the “Manager”). (c) Subject to Section 13 above. the members of Developer and Manager shall remain the same through the Project Completion Date. Unless otherwise approved by the CRA, Developer shall not substitute any member of the development team on the Project before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (A) As of the Effective Date, these are the owner entities with their respective ownership percentage interests: Xxxxxxx (Chip) Xxxxx 100% Xxx Xxxxx 100% PPG GCF Orangebrook Owner LLC Delaware LLC (B) As of the Effective Date, Xxx Xxxxx and Xxxx Xxxxx are the managers of the Developer.
Sample 1
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Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, Enrico Popeiscu and Nicolae Popeiscu (collectively, “Popeiscu”) owns sixty percent (60%) of the membership interests of Developer and Doctors Plus Hallandale, LLC (“Doctors”) owns forty percent (40%) of the membership interests of Developer. (b) As of the Effective Date, Nicolae Popeiscu is the Manager of the Developer (the “Manager”). (c) Subject to Section 13 above. the members of Developer and Manager shall remain the same through the Project Completion Date. Unless otherwise approved by the CRA, Developer shall not substitute any member of the development team on the Project before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted.
Sample 1
Ownership and Control of Developer. Developer represents and warrants that: (a) As of the Effective Date, the membership interests of the Developer are owned by the following persons in the following percentages: Xxxxxxx Xxxxxxxxx (100%). (b) As of the Effective Date, Xxxxxxx Xxxxxxxxx is the Manager of the Developer (the “Manager”). (c) Subject to Section 12 above, the members of Developer and Manager shall remain the same through the Project Completion Date. Unless otherwise approved by the CRA, the members of the Developer shall not be changed, removed or substituted before the Project Completion Date without the prior approval of the CRA. The CRA agrees not to unreasonably withhold its approval to any substitute, provided the qualifications of the substitute are at least equal to or better than those of the team member being substituted. Notwithstanding the foregoing and provisions of Section 12 above, Xxxxxxx Xxxxxxxxx may assign a portion of his membership interest to a third party or parties provided such, in any one assignment or accumulation of assignments, (i) does not result in Xxxxxxx Xxxxxxxxx owning less than 51% of the membership interests in the Developer, and/or (ii) such does not result in a change in control of the Developer to a person other than Xxxxxxx Xxxxxxxxx. Developer shall provide the CRA with prior written notice of any proposed assignment of membership interest including a certification that neither (i) or (ii) will occir as a result of the assignment.
Sample 1

Related to Ownership and Control of Developer

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • Ownership and Transfer Except as expressly permitted by or pursuant to this Agreement or the other Loan Documents, own any property of any kind other than the Mortgaged Property, or Transfer any Mortgaged Property or any portion thereof.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers. d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

  • Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

  • Ownership and Reuse of Documents All documents, data, reports, research, graphic presentation materials, etc., developed by Contractor as a part of its work under this Agreement, shall become the property of County upon completion of this Agreement, or in the event of termination or cancellation thereof, at the time of payment under Section 3 for work performed. Contractor shall promptly furnish all such data and material to County on request.

  • Ownership and Copyright All work product, information data, or documents produced hereunder by the Consultant and his subconsultants shall be delivered to Regents, and title thereto shall vest in Regents regardless of the stage to which the development of the study may have progressed. In addition, the Consultant hereby expressly assigns, transfers and otherwise quitclaims to the Regents, its heirs and assigns forever, all right, title and interest, including all copyrights and all termination/renewal rights is such copyrights and all causes of action accruing under such copyrights, in all studies, study calculations, drawings, specifications, other data, embodiments of such studies, documents or other works of authorship produced hereunder by the Consultant, his employees, and his subconsultants. The Consultant further warrants that this transfer of copyrights and other rights is valid against the world. Finally, reproducible copies of all work products and other technical data shall be furnished to the Regents without cost whether the work for which they are made be executed or not. The Consultant may make and retain for its use such additional copies as it may desire. Notwithstanding the rights, ownership, grants, assignments, transfers, and quitclaims set forth herein, the Regents expressly grants, assigns, and transfers a permanent and exclusive license to the Design Professional, its successors, and assigns, for the Design Professional’s Instruments of Service, and to each consultant (including the consultant’s successors and assigns) of the Design Professional for such consultant’s Instruments of Service, to use, reproduce, sell, transfer, and accomplish derivative works therefrom, for any and all purposes.

  • OWNERSHIP AND RISK 8.1 Miele remains the owner of the product/s until the price is paid in full to Miele and the product/s have been delivered to the customer. 8.2 The customer must not sell or otherwise deal with the product/s until the price is paid in full to Miele. If the customer purports to do so, the customer will be deemed to hold the proceeds of sale or other realisation (or the amount equal to the outstanding) on trust for Miele. 8.3 Notwithstanding clauses 8.1 and 8 .2, the risk of loss of or damage to the product/s passes to the customer upon delivery. After delivery, the customer is responsible for storing the product/s prior to any installation and is liable for any loss or damage which occurs during such storage.

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