Developer and the Sample Clauses

Developer and the. Controlling Principals understand that compliance by all developers and operators operating under the System with Licensor's training, development and operational requirements is an essential and material element of the System and that Licensor and developers and operators operating under the System consequently expend substantial time, effort and expense in training management personnel for the development and operation of their respective O'Charley's restaurants. Accordingly, Developer and the Controlling Principals agree that if during the term of this Agreement, Developer or any Controlling Principal shall designate or employ any individual who is at the time or was within the preceding three (3) months employed in a restaurant managerial position, a multi-restaurant supervisory position or home office staff position (e.g., officer or director level personnel, management information systems personnel or human resources and training personnel), by Licensor or any of its Affiliates, including, but not limited to, individuals employed by Licensor to work in its O'Charley's restaurants, or at Licensor's home office, or employed in a restaurant managerial position by any other developer or operator operating under the System (a "Covered Individual"), then such former employer of such Covered Individual shall be entitled to compensation for the reasonable costs and expenses, of whatever nature or kind, incurred by such employer in connection with the training of such Covered Individual. The parties hereto agree that such expenditures may be uncertain and difficult to ascertain and, therefore, agree that the compensation specified herein reasonably represents such expenditures and is not a penalty. The employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the six (6) month period prior to the termination of his employment with such former employer (or if the Covered Individual was employed less than six (6) months, that Covered Individual's projected salary had the Covered Individual been employed for the full six (6) months) for any restaurant level managerial personnel. For any Covered Individual employed in a multi-restaurant supervisory or home office staff position, the employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the twelve (12) month period immediately prior to the termination...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Developer and the

  • NOW AND THEREFORE in accordance with the principle of sincere cooperation, mutual benefit and joint development and after friendly negotiations, the parties hereby enter into the following agreements pursuant to the provisions of relevant laws and regulations of the PRC.

  • Developer Developer shall construct and complete, in a good and workmanlike manner, the Work for the Guaranteed Maximum Price including any adjustment(s) to the Guaranteed Maximum Price pursuant to provisions herein regarding changes to the Guaranteed Maximum Price. Except as otherwise noted, Developer shall provide and pay for all labor, materials, equipment, permits (excluding DSA), fees, licenses, facilities, transportation, taxes, bonds and insurance, and services necessary for the proper execution and completion of the Work, except as indicated herein.

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Property Manager Any entity that has been retained to perform and carry out property rental, leasing, operation and management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property.

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.