DEVELOPER’S EFFORTS Sample Clauses
The "Developer's Efforts" clause defines the level of diligence and commitment a developer is required to apply when performing their contractual obligations. Typically, this clause specifies whether the developer must use "best efforts," "reasonable efforts," or another standard, and may outline specific actions or benchmarks to measure compliance. For example, it might require the developer to allocate sufficient resources or adhere to industry standards in completing a project. The core function of this clause is to set clear expectations for performance, reducing ambiguity and potential disputes over whether the developer has fulfilled their duties under the agreement.
DEVELOPER’S EFFORTS. City will provide Developer a copy of City’s Strata AIM Zone Revenue Deficiency Notice within seven (7) days of City’s receipt thereof. Within 30 days following its receipt of the Strata AIM Zone Revenue Deficiency Notice, Developer will provide documentary evidence to City to demonstrate Developer has exercised reasonable good faith efforts to cause the Office Building and the New Garage to continuously generate New Jobs, to the extent reasonably practicable. Developer’s “commercially reasonable good faith efforts” shall be predicated upon, among other things, (i) then applicable market conditions; (ii) Developer’s demonstrated efforts to lease the Office Building to one or more lessees capable of producing a sufficient number of New Jobs during any given period for which New Jobs are determined in support of a Strata AIM Zone Disbursement (the “Strata AIM Zone Reporting Period”)while the Garage Bond is outstanding; (iii) Developer’s continuous engagement of a Missouri licensed real estate broker; (iv) the actual New Jobs included in the report produced by the Missouri Department of Revenue in connection with its disbursement of payroll taxes to Port KC from the Port Authority AIM Zone Fund (as such term is defined in RSMo 68.075.5 (each, a “Strata AIM Zone Report”) for the applicable Strata AIM Zone Reporting Period compared to the Strata AIM Zone New Jobs Projections prepared by Developer and set forth on Exhibit C (taking into consideration changes in conditions and circumstances since the Effective Date of this Agreement); and (v) such other criteria as may be determined as mutually acceptable to City and Developer, from time to time; provided, however, notwithstanding anything to the contrary, the parties agree that Developer will not be responsible for, and no negative conclusion shall be made or supported by, tenants or other occupants of Developer not hiring people and/or firing people, terminating jobs, restructuring workforce and/or positions, hiring people who do not meet the AIM Zone criteria and/or other similar factors.
DEVELOPER’S EFFORTS. In addition to Developer’s obligations under Section 11.2, if the manufacture, use or distribution of the Licensed Property or Deliverables is enjoined or becomes, or Developer believes in good faith is likely to become, the subject of an IP Claim, Cisco agrees to permit Developer, at its sole option and expense, to obtain such licenses, or make such replacements or modifications to the Licensed Property and/or Deliverables subject to the claim, as applicable, as are necessary to permit the continued manufacture, use, or distribution of the applicable Licensed Property and/or Deliverable by Cisco in accordance with this Agreement without infringement, with the same functionality as the applicable Licensed Property and/or Deliverable, and in compliance with the Specifications. If Developer, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies is unable to achieve either of the foregoing within ninety (90) days of receipt of notification of an IP Claim (or such longer period as determined by Cisco in good faith) after the holding of infringement or the entry of the injunction, CONFIDENTIAL TREATMENT REQUESTED as applicable, then Developer shall promptly refund to Cisco a pro-rata portion of the fees paid for the Licensed Property and/or Deliverable subject to the IP Claim, as applicable, the use, manufacture, import, support, service or distribution of which is legally prohibited.
DEVELOPER’S EFFORTS. If the manufacture, use, import, or sale of the Product is enjoined or becomes the subject of a claim of infringement, Developer shall obtain such licenses, or make such replacements or modifications, as are necessary to continue the manufacture, use, import, and sale of the Product to, by or on behalf of Cisco without infringement and in compliance with the Specifications. If Developer is unable to achieve the foregoing within thirty (30) days (or such longer period as determined by Cisco in good faith) after the holding of infringement or the entry of the injunction, as applicable, Developer shall refund to Cisco all amounts paid by Cisco to Developer with respect to development of the Product (including without limitation amounts paid prior to the date of this DLA) and any license fees or royalties paid hereunder. Nothing in this section shall limit any other remedy of Cisco or Developer’s indemnification obligation as set forth in Section 10.1.
DEVELOPER’S EFFORTS