Professional Team. 1.3.1 Professional shall use the employees and consultants designated on the “Schedule of Services and Consultants”, attached hereto as Exhibit B, (the “Professional Team”) for the performance of the Services. Professional shall not remove or replace any members of the Professional Team, except upon approval by Owner in writing based upon good cause shown. Further, if any member of the Professional Team discontinues service on the Project for any reason whatsoever, Professional shall promptly replace such Professional Team member with an individual approved by Owner, in writing. Professional further agrees, within fourteen (14) calendar days of receipt of a written request from Owner, to promptly remove and replace Professional’s Representative (hereinafter defined), or any other personnel employed or retained by Professional, or any consultants or any personnel of any such consultants engaged by Professional to provide and perform Services, whom Owner shall request in writing to be removed, which request may be made by Owner with or without cause.
1.3.2 Professional has employed and hereby designates to serve as Professional’s representative (“Professional’s Representative”). Professional’s Representative is authorized and responsible to act on behalf of Professional with respect to directing, coordinating and administering all aspects of the Services. By execution of this Agreement, Professional acknowledges that Professional’s Representative has full authority to bind and obligate Professional on all matters arising out of or relating to this Agreement. Professional shall cause Professional’s Representative to devote whatever time is required to satisfactorily manage the Services. Further, Professional shall not remove Professional’s Representative identified above from the Project without Owner’s prior written approval, and if so removed, Professional’s Representative must be immediately replaced with a person acceptable to Owner.
1.3.3 No consultant may perform Services without the prior written approval of Owner. Professional shall be responsible for retaining any consultants and shall be solely responsible for paying any and all costs or expenses related thereto. Professional’s consultants shall be considered as agents of Professional, and Professional shall be responsible for all actions, omissions, breaches, negligence and misconduct of its consultants, as if Professional had performed the services of its consultants directly. All of Professional’...
Professional Team. The Council shall once such of the Requisite Consents have been obtained so as to enable the Works to commence appoint such members of the Professional Team as are required to carry out the Development PROVIDED that the Council may in its absolute discretion appoint the Professional Team before the relevant Requisite Consents have been obtained.
Professional Team the CMC, the organisations or individuals listed in Part 4 of Appendix 3 and any other organisations or individuals notified by MWC to the CMC and as may be amended from time to time.
Professional Team. 1.3.1 Professional has employed and hereby designates to serve as Professional’s representative (“Professional’s Representative”). Professional’s Representative is authorized and responsible to act on behalf of Professional with respect to directing, coordinating and administering all aspects of the Services. By execution of this Agreement, Professional acknowledges that Professional’s Representative has full authority to bind and obligate Professional on all matters arising out of or relating to this Agreement. Professional shall cause Professional’s Representative to devote whatever time is required to satisfactorily manage the Services. Further, Professional shall not remove Professional’s Representative identified above from the Project without Owner’s prior written approval, and if so removed Professional’s Representative must be immediately replaced with a person acceptable to Owner.
1.3.2 No consultant may perform Services without the prior written approval of Owner. Professional shall be responsible for retaining any Professional’s consultants and shall be solely responsible for paying any and all costs or expenses related thereto. Professional’s consultants shall be considered as agents of Professional, and Professional shall be responsible for all actions, omissions, breaches, negligence and misconduct of Professional’s consultants, as if Professional had performed the services of Professional’s consultants directly. All of Professional’s agreements with Professional’s consultants shall be in writing, signed by both parties and shall include the following provision: "Owner is intended to be an express, recognized third-party beneficiary of this Agreement.” Should Owner terminate this Agreement, Owner shall, upon Owner’s request, obtain assignment of those of Professional’s agreement(s)
Professional Team. 15.1 The Authority hereby consents to the appointment of the members of the Professional Team named in Part 1 of Schedule 9 (Professional Team) under the terms of Part 2 of Schedule 9 (Professional Team). On or before the Commencement Date PPP Co. will procure and deliver the Professional Team Collateral Warranties to the Authority in the Agreed Form.
15.2 PPP Co. shall procure that the identity of any other members of the Professional Team and of any replacements or of any further appointments to the Professional Team will be approved by the Authority’s Representative before their appointment (such approval not to be unreasonably withheld or delayed and in any event not to be withheld or delayed on grounds other than the technical ability, competence, experience or financial strength of the proposed member of the Professional Team) and Part 1 (Members of Professional Team) will be amended accordingly.
15.3 Upon the appointment of any replacement member or additional members to the Professional Team, PPP Co. will procure and will deliver the Professional Team Collateral Warranties from such new members.
Professional Team. 21.1 The Tenant confirms it has taken (or in the case of a substitute member of the Professional Team shall take) all reasonable steps to be reasonably satisfied that each member of the Professional Team is suitable and competent having regard to its responsibilities in relation to the Development and the Building Contract.
21.2 The Tenant shall submit details of the proposed terms of the Professional Appointment of each member of the Professional Team to the Landlord for approval (such approval not to be unreasonably withheld or delayed).
21.3 Subject to clause 21.1 and clause 21.2, the Tenant shall as soon as reasonably practicable after the Unconditional Date appoint the members of the Professional Team and shall supply certified copies of each Professional Appointment to the Landlord.
21.4 The Tenant shall procure that the terms of the Professional Appointment of the Employer's Agent requires it to act impartially when exercising its power to issue statements, certificates and award extensions of time under the Building Contract and under this Agreement.
21.5 The Tenant shall use all reasonable endeavours to procure that each member of the Professional Team performs and observes the terms of its Professional Appointment. The Tenant agrees not to vary, waive or release any member of the Professional Team’s Professional Appointment without the Landlord’s consent (such consent not to be unreasonably withheld or delayed).
21.6 The Tenant shall not do or omit to do anything that would entitle any member of the Professional Team to regard its employment under its Professional Appointment as terminated. The Tenant shall immediately inform the Tenant if the Tenant believes that any member of the Professional Team may be intending to rescind its Professional Appointment.
21.7 The Tenant shall not terminate the employment of any member of the Professional Team under its Professional Appointment or treat such Professional Appointment as repudiated without first informing the Landlord of its intention to do so and discussing with the Landlord the appointment of a suitable substitute approved by the Landlord (such approval not to be unreasonably withheld or delayed).
Professional Team. 4.1 The Developer confirms it has taken (or in the case of a substitute member of the Professional Team shall take) all reasonable steps to be reasonably satisfied that each member of the Professional Team is suitable and competent having regard to its responsibilities in relation to the Development, the Building Contract and the CDM Regulations.
4.2 The Developer shall liaise with the Principal Designer to allow the Principal Designer to assist the Developer in performing the Developer's duties as the Client under the CDM Regulations.
4.3 The Developer shall submit details of the proposed terms of the Professional Appointment of each member of the Professional Team to the Owner for approval and shall supply certified copies of the actual terms of each Professional Appointment to the Owner.
4.4 Subject to clause 4.1, clause 4.2 and clause 4.3, the Developer shall as soon as reasonably practicable] appoint the members of the Professional Team.
4.5 The Developer shall, upon the appointment of each member of the Professional Team, procure that it enters into a Collateral Warranty in favour of the Owner and, if requested by the Owner, any person or body that may be providing finance for the Development.
4.6 The Developer shall procure that each member of the Professional Team grants to the Owner an irrevocable, non-exclusive, non-terminable, royalty-free licence to copy and make full use of any Material prepared by or on behalf of the relevant member of the Professional Team for any purpose relating to the Works including (without limitation) any of the Permitted Uses. Such licence shall:
(a) carry the right to grant sub-licences and shall be transferable to third parties without the consent of the Developer or the relevant member of the Professional Team; and
(b) provide that the relevant member of the Professional Team has no liability for use of the Material for any purpose other than that for which it was prepared and/or provided.
4.7 The Developer shall procure that the terms of the Professional Appointment of the Architect require it to act impartially when exercising its power to issue certificates and award extensions of time under the Building Contract.
4.8 Each of the Developer and the Building Contractor severally undertake and warrant to the Owner that it shall use all reasonable endeavours to procure that each member of the Professional Team performs and observes the terms of its Professional Appointment. Each of the Developer and the Building con...
Professional Team. 5.1 Save as set out in clause 5.4, he Development Manager will not amend or vary or terminate any of the Appointments or waive any rights against any member of the Professional Team without the consent of the Owners.
5.2 The Development Manager will not appoint any additional member of the Professional Team without the consent of the Owners.
5.3 In the event of any termination of any of the Appointments the Development Manager may appoint a new member of the Professional Team in substitution provided that:
5.3.1 the terms of the appointment are approved by the Owners;
5.3.2 the substituted member of the Professional Team provides a collateral warranty to each of the Owners;
5.3.3 if in the opinion of LUL (acting reasonably) the appointment of the substituted member of the Professional Team is an appointment which would be the subject of the Regulations then LUL may require that the selection process complies with the Regulations.
5.3.4 The Development Manager may permit members of the Professional Team to appoint sub-consultants where necessary for the advancement of the Project, subject to:
(A) the costs of such appointment being within the scope of the Budget;
(B) each appointment (including the form of it) being approved by the Owners;
(C) a collateral warranty (in a form approved by the Owners) being provided from each sub-consultant directly to each of the Owners.
5.4 DevSec shall procure that the appointments listed in schedule 4 shall be novated to the Development Manager (or new appointments entered into between DevSec and those consultants in the same form or such other form as may be agreed by LUL (acting reasonably)), and insofar those appointments do not provide for a duty of care to be given to LUL, DevSec shall procure that the relevant appointment shall so provide, and subject thereto LUL hereby acknowledges that the forms of appointments listed in schedule 4 and disclosed to it prior to the date hereof are approved by it.
Professional Team. 5.1 The Landlord confirms it has taken (or in the case of a substitute member of the Professional Team shall take) all reasonable steps to be reasonably satisfied that each member of the Professional Team is suitable and competent having regard to its responsibilities in relation to the Development, the Building Contract and the CDM Regulations.
5.2 The Landlord shall ensure that the Principal Designer and the Principal Contractor shall comply with their respective obligations under the CDM Regulations in relation to the Landlord's Works;
5.3 Subject to clause 5.1, the Landlord shall promptly once such of the Requisite Consents have been obtained so as to enable the Landlord's Works commence to procure the Professional Appointments.
5.4 The Landlord shall immediately notify the Tenant in writing (which in the latter case can be given by email) if the Landlord believes any of the Professional Team may be intending to rescind its Professional Appointment and provide details of any known reasons for such rescission and what action the Landlord intends to take.
5.5 The Landlord shall not make or permit to be made any alterations to the terms of any of the Professional Appointments which are prejudicial to the Tenant.
5.6 The Landlord shall not terminate nor permit to be terminated the employment of any member of the Professional Team under its Professional Appointment or treat such Professional Appointment as repudiated without first notifying the Tenant of its intention to do so and providing details of any substitute.
Professional Team. 7.1.1 The Tenant shall be responsible for the appointment of a Professional Team either directly or as sub-consultants to the Works Contractor.
7.1.2 The Tenant shall ensure that the Professional Team are suitably reputable and competent to carry out the services for which they are appointed.
