ROW Acquisition Manager Sample Clauses

ROW Acquisition Manager. 14 The ROW Acquisition Manager is responsible for coordinating the ROW acquisition services 15 and ROW relocation activities of Developer and for ensuring that the ROW issues are resolved 16 before Construction Work begins. This individual must be an employee of (i) Developer, (ii) an 17 Equity Member that holds at least a 1/3 beneficial interest in Developer, (iii) the Lead 18 Subcontractor, or (iv) the Lead Engineering Firm, or must have a contractual relationship with
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ROW Acquisition Manager. Developer’s designated Right of Way Acquisition Manager (referred to herein as the “ROW AM”) shall be entitled to undertake the right-of-way acquisition services for Project Right of Way and Additional Properties described in Section 7 of the Technical Provisions on behalf of TxDOT as its agent for such limited purpose, subject to the conditions and limitations of this Section 10.5. In performing such activities, the ROW AM shall at all times follow the standard of care and conduct and be subject to the Laws applicable to a licensed real estate broker in the State, and shall at all times conform with applicable Law (including, to the extent applicable, the Uniform Act) in all communications and interactions with the owners or occupants of the real property in which Developer seeks to obtain any right or interest. Developer shall not be entitled to a Change Order or Claim as a result of the actions or omissions of the ROW AM in connection with the ROW AM’s activities in carrying out the limited agency provided herein.
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ROW Acquisition Manager. Developer’s designated Right of Way Acquisition Manager (referred to herein as the “ROW AM”) shall be entitled to undertake the right-of-way acquisition services for Project Right of Way and Additional Properties described in Section 7 of the Technical Provisions on behalf of TxDOT as its agent for such limited purpose, subject to the conditions and limitations of this Section 10.4. In performing such activities, the ROW AM shall at all times follow the standard of care and conduct and be subject to the Laws applicable to a licensed real estate broker in the State, and shall at all times conform with applicable Law (including, to the extent applicable, the Uniform Act) in all communications and interactions with the owners or occupants of the real property in which Developer seeks to obtain any right or interest.
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ROW Acquisition Manager. 15 The ROW Acquisition Manager is responsible for coordinating the ROW acquisition services 16 and ROW relocation activities of Developer and for ensuring that the ROW issues are resolved
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ROW Acquisition Manager. 2 The ROW Acquisition Manager is responsible for coordinating the ROW acquisition services and 3 ROW relocation activities of Developer and for ensuring that the ROW issues are resolved before 4 Construction Work begins. This individual must be an employee of (i) Developer, (ii) an Equity 5 Member that holds at least a 1/3 beneficial interest in Developer, or (iii) the Lead Engineering 6 Firm, or must have a contractual relationship with Xxxxxxxxx. This individual must report to the 7 Project Manager. This individual must be assigned to the Project full time and must be on-site 8 during acquisition and relocation activities on the Project. This individual must be a licensed 9 Arizona real estate agent or broker. The individual’s relevant experience includes the following:
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Related to ROW Acquisition Manager

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

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