Seller Improvements. Any Improvements conceived, discovered, developed, created or reduced to practice or fixed in a tangible medium of expression by one or more employees, consultants, sublicensees or affiliates of Seller (“Seller Improvements”) will be the sole and exclusive property of Seller.
Seller Improvements. The xxxxxx for the project (i.e., Xxxxxx Town Center) and the lift station will be located outside of the Real Property boundaries.
Seller Improvements. Seller, at its sole cost and expense, shall cause the following improvements (collectively, the "Seller Improvements") to be Completed (as defined in Section 6(c) above): (i) rough grading of the Land in substantial conformance with the plans and specifications identified in Exhibit J (the "Rough Grading"), (ii) utilities stubbed to the boundary of the Land as more particularly described on Exhibit K attached hereto (the "Utilities"), (iii) a brine line from Oceanside Boulevard to the boundary of the Land as more particularly described on Exhibit K connecting to the City line to be constructed in Oceanside Boulevard, (iv) streets to the boundary of the Land as more particularly described on Exhibit L attached hereto (the "Street Improvements"), (v) perimeter landscaping as more particularly described and/or depicted on Exhibit M attached hereto (the "Perimeter Landscaping") and (vi) relocation of the 69 KV line as shown on Exhibit I. Notwithstanding the foregoing, the parties acknowledge that the improvement plans for certain of the Seller Improvements will be modified. Buyer shall have the right to approve any such modifications to the improvement plans for any of the Seller Improvements. Buyer shall respond to any request for approval of modifications to such improvement plans as quickly as commercially reasonable, but in no event later than ten (10) business days after Buyer's receipt of a written request for approval. Failure of Buyer to disapprove any such request within such ten (10) business day period (together with a detailed explanation of the reasons for such disapproval) shall be deemed approval of such modifications. Seller shall Complete the Seller Improvements in a good and workmanlike manner, in conformance with the schedule ("Seller's Schedule") attached hereto as Exhibit N. Seller shall be responsible for Completing the Seller Improvements notwithstanding unanticipated soils or site conditions which may increase the difficulty or cost of the work. In connection with such work, Seller shall (i) comply with the provisions of the License Agreement attached hereto as Exhibit H and (ii) comply with all applicable federal, state and local laws, ordinances, rules, regulations and requirements and the terms of all applicable permits, approvals and subdivision improvement agreements. Seller shall process with all applicable governmental authorities having jurisdiction over the Land or the surrounding areas all applications, licenses, permits, appr...
Seller Improvements. Commencing on the date hereof and continuing until the seventh anniversary of the date hereof, each of UCAR and GTI shall, and GTI shall cause its other subsidiaries to, inform Xxxxxxx Xxxxxx of any Seller Improvements and to offer to license to Xxxxxxx Xxxxxx any Seller Improvements. In connection therewith, UCAR and GTI shall, and GTI shall cause its other Affiliates to, also inform Xxxxxxx Xxxxxx of the terms on which a license to such Seller Improvements is available. Neither UCAR nor GTI shall be obligated, and neither shall be obligated to cause their respective Affiliates, to inform Xxxxxxx Xxxxxx of the existence of any Seller Improvements more than two times per calendar year. UCAR and GTI shall and GTI shall cause its Affiliates to negotiate in good faith the terms of any such license, which shall be commercially reasonable terms, but, in any event, the terms of such license with respect to field of use, term, transfers, sublicenses and termination will be substantially similar in all material terms to those set forth in this Agreement.
Seller Improvements. Seller shall, at its cost, be responsible for performing or causing to be performed all work necessary to make the following utilities available at the perimeter of the Property: WATER, SEWER, ELECTRICITY, TELEPHONE, CABLE and GAS (collectively, the “Utilities”). The work necessary to make the Utilities available at the perimeter of the Property shall be known as the “Seller Improvements”. Seller shall, at its cost, be responsible for obtaining all required building permits from the City of Highland Heights, Ohio to perform the Seller Improvements (collectively, the “Building Permits”). The Seller Improvements shall be completed by Seller in accordance with all applicable laws, building codes and ordinances.
