Pre-Opening Only for Planning Purposes Sample Clauses

Pre-Opening Only for Planning Purposes. Manager shall use its commercially reasonable efforts to perform the Pre-Opening Services in accordance with the Pre-Opening Budgets. However, Owner acknowledges that all Pre-Opening Budgets prepared by Manager under this Exhibit C are intended to assist in completing the Construction and opening of the Managed Facilities, but Manager does not guarantee the accuracy of the amounts therein. Accordingly, Owner agrees that: (a) neither Manager nor its Affiliates shall have any liability whatsoever to Owner or to any third-party for any divergence between the Pre-Opening Budgets and actual costs incurred by Owner for the Pre-Opening Services, Technology Systems, FF&E and Supplies and other amounts set forth therein; and (b) any divergence between the Pre-Opening Budgets and such actual costs shall not constitute a default by Manager or give Owner the right to terminate the Agreement so long as Manager has used commercially reasonable efforts to perform Pre-Opening Services in conformance with the Pre-Opening Budget.
Sample 1
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Pre-Opening Only for Planning Purposes. Owner acknowledges that all Construction Budgets prepared by Consultant under this Exhibit B, are intended to assist in completing the Construction and opening of a Restaurant, but Consultant does not guarantee the accuracy of the amounts therein. Accordingly, Owner agrees that (a) neither Consultant nor its Affiliates shall have any liability whatsoever to Owner or any third party for any divergence between the Construction Budgets and actual costs incurred by Owner for the Construction of each Restaurant, and (b) any such divergence between the Construction Budgets and such actual costs shall not constitute a default by Consultant or give Owner the right to terminate this Agreement, the Development Agreement or the Management Agreement.
Sample 1

Related to Pre-Opening Only for Planning Purposes

  • Partnership Only for Purposes Specified The Partnership shall be a partnership only for the purposes specified in Section 3.1, and this Agreement shall not be deemed to create a partnership among the Partners with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

  • Business Development Company Status The Company, during a period of at least 12 months from the Closing Time, will use its commercially reasonable efforts to maintain its status as a business development company; provided, however, the Company may cease to be, or withdraw its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by Section 58 of the 1940 Act or any successor provision.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Administrative Service and Distribution Plans The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

  • Recognition of U.S. Special Resolution Regimes (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

  • Initial Development Plan Not later than the Effective Date, Licensee shall have provided Merck with an initial Development plan for the Licensed Product in the Field in the Territory, which shall be incorporated as part of this Agreement as Attachment 3.02(a) (as may be amended in accordance with this Agreement, the “Development Plan”). **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

  • Transition Period Upon termination of this Agreement, and for 90 consecutive calendar days thereafter (the “TRANSITION PERIOD”), Executive agrees to make himself available to assist the Company with transition projects assigned to him by the Board. Executive will be paid at a reasonable, agreed upon hourly rate for any work performed for the Company during the Transition Period.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Allocation of Registration Opportunities In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

  • Shareholder Account Maintenance a. Maintain all shareholder records for each account in the Trust.

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