Replacement of Developer Sample Clauses

Replacement of Developer. (a) Upon the occurrence and during the continuance of any Event of Default, Lender may direct Borrower in writing to, and Borrower shall replace, or shall cause Owner to replace, Oxford Properties, LLC as the developer of the Project, or such portions thereof as Lender may direct with a developer approved by Lender, subject to any conditions in the applicable Mortgage Loan Documents to the qualifications and approval of such developer agent and the form and terms of any new development management agreement. Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to do and perform any acts which are referred to in this §12.7(a), in the name and on behalf of Borrower. The power vested in such attorney-in-fact is, and shall be deemed to be, coupled with an interest and irrevocable.
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Replacement of Developer. Administrative Agent shall have the right to require Borrower to terminate the Development Agreement and replace the Developer with a Person chosen by Borrower and approved by Administrative Agent or, at Administrative Agent’s option, selected by Administrative Agent in its sole discretion, upon the occurrence of any one or more of the following events: (a) a Material Default, (b) the Developer becoming bankrupt or insolvent, or (c) the occurrence of a material default under the Development Agreement beyond any applicable grace or cure periods.
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Replacement of Developer. (a) FC, FC Member and ING acknowledge and agree that, pursuant to the Operating Agreement, the right to exercise any and all rights and remedies against Developer, including without limitation, termination of the Development Agreement, on account of a default by Developer under the Development Agreement is vested solely in the NYTC Member. If the NYTC Member, in its sole and absolute discretion, elects to terminate the Development Agreement by reason of a default by Developer thereunder prior to Substantial Completion of the Core and Shell (as such terms are defined in the Development Agreement), then NYTC Member shall hire or cause Property Owner to hire (and FC, ING and FC Member hereby consent to any such hiring by NYTC Member or Property Owner) a replacement developer for the Core and Shell (“Replacement Developer”) which Replacement Developer shall be selected by NYTC Member in NYTC Member’s sole and absolute determination, provided that such Replacement Developer shall, in NYTC Member’s reasonable discretion, have constructed or developed (or have as a principal or principals one or more persons who have, as principal(s) of other companies, constructed or developed) at least 5,000,000 square feet of space at least 2,000,000 square feet of which consists of Class A high-rise office building space in New York City. The Replacement Developer shall not be NYTC Member or an Affiliate (as defined in the Operating Agreement) of NYTC. In addition to the other requirements and limitations set forth in this Paragraph 3(a), (A) if such replacement occurs prior to commencement of construction of the Core and Shell and a commitment for construction financing for the Project has been executed by Property Owner and a construction lender, such Replacement Developer shall be an entity which is approved by such construction lender and such Replacement Developer shall agree and shall be required to provide the construction completion guarantee to such construction lender required pursuant to Section 5.09 of the Operating Agreement, and (B) if such replacement occurs prior to commencement of construction of the Core and Shell and a commitment for construction financing for the Project has not then been executed by Property Owner and a construction lender, such Replacement Developer shall be an entity which has previously been approved by one or more construction lenders as a developer of Class A high rise office buildings in New York City (“Comparable Projects”) and as ...
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Replacement of Developer. (a) Upon the occurrence and during the continuance of any Event of Default, Lender may direct Borrower in writing to, and Borrower shall replace Oxford Properties, LLC as the developer of the Project, or such portions thereof as Lender may direct with a developer approved by Lender, subject to any conditions in the applicable Mortgage Loan Documents to the qualifications and approval of such developer agent and the form and terms of any new development management agreement. Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to do and perform any acts which are referred to in this §12.7(a), in the name and on behalf of Borrower. The power vested in such attorney-in-fact is, and shall be deemed to be, coupled with an interest and irrevocable.
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Related to Replacement of Developer

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.

  • Independent Development The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Procurement Licensee shall procure the Licensed Product only from an Authorized Source.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Property Management Borrower will provide for professional management of the Mortgaged Property by the Property Manager at all times under a property management agreement approved by Lender in writing. Borrower will not surrender, terminate, cancel, modify, renew or extend its property management agreement, or enter into any other agreement relating to the management or operation of the Mortgaged Property with Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under such property management agreement, in each case without the consent of Lender, which consent will not be unreasonably withheld.

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