UCLB Improvements Sample Clauses

UCLB Improvements. (a) UCLB shall notify the Licensee of each UCLB Improvement, in sufficient detail to allow the Licensee to make use thereof, as soon as reasonably practicable following the creation, discovery or acquisition of the relevant UCLB Improvement being brought to UCLB’s knowledge. (b) UCLB hereby grants to the Licensee an exclusive option to obtain a licence of any UCLB Improvements, such licence to be on commercial terms to be negotiated between the Parties. (c) The Licensee shall have a period of three (3) months from the date of UCLB’s notification to review and evaluate each UCLB Improvement (the “Evaluation Period”). The Licensee may exercise its option over each UCLB Improvement at any time during the relevant Evaluation Period by serving a written notice upon UCLB. (d) If the Licensee exercises its option over any UCLB Improvement in accordance with sub-clause (c) above, the Licensee and UCLB will use their reasonable endeavours to negotiate in good faith and agree the terms of a licence for the relevant UCLB Improvement within a period of twelve (12) months from the date of UCLB’s receipt of the Licensee’s written notice (the “Negotiation Period”), provided that neither Party will be obliged to enter into such a licence. (e) UCLB shall not enter into a licence agreement (whether exclusive or non- exclusive) with a third party in respect of any UCLB Improvement during the relevant Evaluation Period and if the Licensee exercises its option in accordance with sub-clause (c) above, during the relevant Negotiation Period. If the Licensee does not exercise its option in relation to any UCLB Improvement within the relevant Evaluation Period or if the Licensee does exercise its option, but the Parties cannot agree upon the licence terms within the relevant Negotiation Period, UCLB shall be at liberty to use the relevant UCLB Improvement for any purpose whatsoever and to enter into any licence or other agreements or arrangements with any third party or parties to exploit the UCLB Improvement at its sole discretion.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to UCLB Improvements

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

  • Improvements The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

  • Existing Improvements All improvements located on the Site as of the date of execution of the Construction Contract, whether above or below the surface of the ground, including but not limited to existing buildings, utilities, infrastructure improvements and other facilities.

  • Lessee Improvements Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings for the entire 84,518 square feet of the Leased Premises (the “Lessee Improvements”). Lessee shall prepare final plans and specifications for the Lessee Improvements and other construction documents for Lessor’s approval within five (5) days from receipt thereof and Lessor shall have five (5) days to review and approve such final plans and specifications. In the event such five (5) day review period expires with no response from Lessor, such plans shall be deemed approved. However, in no event shall actual or deemed approval of the final plans and specifications constitute approval for accuracy, completeness, quality or effectiveness of design, compliance with applicable laws or otherwise. Lessee shall not be required to remove the Lessee Improvements designed for general office use, i.e., drywall, electrical, plumbing, carpeting nor the cafeteria, upon expiration or termination of this Lease. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. All costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee prior to requesting reimbursement from the Improvement Allowance. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $50,000 and the aggregate amount of all such changes and extras does not exceed $250,000.

  • Tenant's Improvements If the Lessor is the Insuring Party, the Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. If Lessee is the Insuring Party, the policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations and Utility Installations.

  • Public Improvements To the best knowledge of the Transferor Partnership, there are no written or proposed plans to widen, modify, or realign any street or highway or any existing or proposed eminent domain proceedings which would affect the Property in any way whatsoever. To the best knowledge of the Transferor Partnership, there are no presently planned public improvements which would result in the creation of a special improvement or similar lien upon the Property.

  • Needs Improvement the Educator’s performance on a standard or overall is below the requirements of a standard or overall, but is not considered to be unsatisfactory at this time. Improvement is necessary and expected.

  • Lessee's Improvements Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee-Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

  • School Improvement The parties do hereby mutually agree that the school improvement process currently in effect will continue. Any plan developed by the committees shall not be in conflict with the master agreement or board policy.

  • Initial Improvements (a) On the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, Xxxxx, Xxxx & Xxxxxx and Xxxxxx Xxxxxxxx Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!