Developers Efforts Sample Clauses

Developers 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.
Sample 1
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Developers 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.‌
Sample 1
Developers 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, 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.
Sample 1
Developers Efforts 
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Related to Developers Efforts

  • Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

  • Joint Efforts To the full extent permitted by law, neither this Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.

  • Diligent Efforts Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.

  • Development Efforts Genentech will use commercially reasonable and diligent efforts to develop C2B8, including pursuing preclinical development and clinical development of C2B8 and obtaining Regulatory Approvals therefor in all countries in the Licensed Territory, taking into account the scientific and commercial potential of C2B8, including, without limitation, each of the potential indications in the Field for C2B8. Within ninety (90) days of the Original Effective Date, Genentech agrees to provide IDEC with a written development strategy for C2B8 in the Licensed Territory indicating (i) whether Genentech will develop C2B8 alone or with a partner in Europe, (ii) the identity of its European partner (if any), and (iii) a list of clinical trials which Genentech would conduct for C2B8 approval in Europe assuming adequate quantities of C2B8 are available.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Marketing Efforts In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).

  • Efforts (a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

  • Reasonable Commercial Efforts Each party shall use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

  • Level of Effort For each work authorization, the Engineer shall base the level of effort at each phase on the prior work developed in earlier phases without unnecessary repetition or re-study. As directed by the State, the Engineer shall provide written justification regarding whether or not additional or repeated level of effort of earlier completed work is warranted, or if additional detail will be better addressed at a later stage in the project development.

  • Cooperation in Loss Recovery Efforts Except as otherwise stated in the Agreement, in the event of any damages for which Bank or Customer may be liable to the other or to a third party with respect to the Service(s), Bank and Customer will undertake commercially reasonable efforts to cooperate with each other (as permitted by applicable law) in performing loss recovery efforts and in connection with any action(s) that the relevant party may be obligated to defend or elect to pursue against a third party.

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