Design Contracts Sample Clauses

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Design Contracts. (a) Prior to the date of this Contract, the Consultant entered into the Prior Design Contracts as identified in Schedule One with the entity identified in Schedule One as the Prior Design Owner. (b) The Consultant acknowledges that the Prior Design Owner has assigned, or will assign, to the Employer: i) the benefit of all statutory warranties or similar rights accruing to the Prior Design Owner under the law in respect of the Prior Design Contracts; and ii) the benefit of all contractual or similar rights accruing to the Prior Design Owner under the Prior Design Contracts. (c) Without limiting the other provisions of this Contract, the Consultant grants to the Employer a non-exclusive, royalty-free, irrevocable and transferable licence (to arise immediately on the creation of any relevant material) to use, exercise, reproduce, adapt and modify all Intellectual Property Rights in, or used in the carrying out of, the works undertaken or supplied by the Consultant under the Prior Design Contracts for any purpose in respect of, or in connection with, the Project. (d) For the purposes of this Contract, “Intellectual Property Rights” means all current and future registered and unregistered rights in respect of copyrights, designs, circuit layouts, trade marks, trade secrets, know-how, materials, documents, methods, confidential information, inventions, innovations, patents and all other rights in respect of intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation 1967 (as amended and revised from time to time).
Design Contracts. Lender shall have received a copy of the Design Professional’s Contract with Architect, the Civil Engineer’s Contract with Civil Engineer, and any other design or engineering contracts Owner has entered into.
Design Contracts. Developer shall have delivered to City fully executed and delivered agreements between Developer and the architect and engineers engaged to design the Hotel- Conference Center (“Design Contracts”) meeting the requirements of Article V.
Design Contracts. Owner shall enter into the Architect's Agreement with the Architect. Consistent with the terms and conditions of the respective General Construction Contract and the Architect's Agreement, there shall be no amendment to those or any other design contract or Construction Contract, without the prior written consent of Owner. All rights of Owner and Developer, respectively, under the Architect's Agreement and the General Construction Contract and any other contract designated by Trustee shall be assigned to Trustee under assignment agreements in form and substance satisfactory to Trustee. Developer shall obtain, at no cost to Owner, the consent of Architect, General Contractor and other design professionals and Contractors as necessary to each such assignment.
Design Contracts. Owner shall enter into the Architect’s Agreement with the Architect and the Interior Design Contract with the Interior Architect. Consistent with the terms and conditions of the General Construction Contract, Interior Design Contract and the Architect’s Agreement, there shall be no amendment to those or any other design contract or Construction Contract, without the prior written consent of Owner and the concurrence of Developer. All rights of Owner and Developer, respectively, under the Architect’s Agreement, the Interior Design Contract and the General Construction Contract and any other contract designated by Trustee shall be assigned to Trustee under assignment agreements in form and substance satisfactory to Trustee. Developer shall obtain, at no cost to Owner, the consent of Architect, Interior Architect, General Contractor and other design professionals and Contractors as necessary to each such assignment.
Design Contracts. (a) As soon as possible after the date of this Agreement, Belle shall use its best efforts to procure the termination of the Design Contracts and for each of the Design Contractors to meet with the MCE Parties and enter into good faith negotiations with the MCE Parties and to enter into new contracts (New Design Contracts) with the MCE Parties on or before Closing: (i) consistent with the revised design for the Project as set out in the Project Plan; and (ii) substantially in the form set out in Exhibit A of Schedule 5 (New Design Contract) or on such other terms as may be acceptable to the MCE Parties. (b) The MCE Parties agree to pay to Belle, on Closing, the relevant amount stated in column titled “Contribution” of the table in the Appendix to this Schedule 5 corresponding to each Design Contractor (the total of such amounts not exceeding an amount of ₱ 18,714,058 inclusive of VAT if applicable and subject to withholding tax as contemplated by Section 3.04(a)(ii)2 of this Agreement) provided that the relevant Design Contractor has entered into a New Design Contract with the MCE Parties on or before Closing. (c) Belle shall: (i) assign to the MCE Parties or the relevant MCE Designated Entity; and (ii) ensure that the MCE Parties or the MCE Designated Entity have the benefit of, all IP Rights owned by or licensed to Belle under the Design Contracts and the New Design Contracts. (d) Belle hereby represents and warrants to the MCE Parties that the MCE Parties will have the full right to use the IP Rights under terms of the Design Contracts and the New Design Contracts and such use will not infringe the rights of any person (including copyright and moral rights) and Belle agrees to keep the MCE Parties indemnified against all Loss suffered or incurred by any of them arising out of, or in relation to such IP Rights.
Design Contracts 

Related to Design Contracts

  • Construction Contracts Item A: Enter the total dollar amount of all contacts awarded on the project/ program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • Vendor Contracts (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity enters after the date of this Agreement to allow SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) Acuity shall have the right to determine, and shall promptly notify SpinCo of, the manner in which SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity shall use its best efforts to accommodate any reasonable needs communicated to Acuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo hereby authorizes Acuity to act on its behalf to extend to SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo shall fully cooperate with Acuity in such efforts, and, for periods through August 31, 2008, SpinCo shall not perform any act or fail to take any action that would prejudice Acuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.