Howard Clause Samples
Howard. 2.1.1. Howard acknowledges that its educational and health service qualifications and experience are a material consideration to the District in entering into this Agreement. Howard agrees that it shall not assign its rights in whole or in part under this Agreement, or delegate its obligations in whole or in part under this Agreement, without the approval of the District, except as provided herein or in the Project Documents. Notwithstanding the foregoing, it is expressly understood and agreed by the parties that Howard may assign its rights under this Agreement and the Project Documents to NCMC (the new corporation to be formed by Howard as described in Section 4.2.1.).
2.1.2. Howard acknowledges that the qualifications and experience of a project management firm and other key professionals to assist Howard in the development of the Property are a material consideration to the District entering into this Agreement. The Preliminary Plans shall identify the project management firm or key professionals selected by Howard to assist its management in the development of the Project as described in Section 4.3.2. Howard shall inform the Project Steering Team (described in Section 2.1.3) of its engagements of such firms and professionals upon their selection.
2.1.3. ▇▇▇▇▇▇ acknowledges that ▇▇▇▇▇▇’▇ commitment to an open and transparent process for the development of the Project is a material consideration to the District in entering into this Agreement. Howard agrees that the three persons identified on Schedule 1 shall be ▇▇▇▇▇▇’▇ representatives to a joint project steering committee with representatives appointed by the District. (“Project Steering Committee”) that will be dedicated to the Project. The three persons identified on Schedule 2 shall be the District’s representatives to the Project Steering Committee. Each representative to the Project Steering Committee shall be bound to abide by the terms of this Agreement, including the confidentiality provisions.
(i) The Project Steering Committee shall meet every thirty (30) days, with the first meeting to be held thirty days after the Commencement Date of this Agreement.
(ii) The purposes of the Project Steering Committee will be to discuss the ongoing progress of the Project, to review any information relevant to the Project that may be requested by a representative of the Project Steering Committee (subject to the confidentiality provisions herein) and generally to provide an advisory forum for discussion ...
Howard. VSC's reimbursement ▇▇▇▇ ▇espect to Howard shall be based upon an ▇▇▇▇▇l salary level for Howard of $52,500 (ie. $42,00▇ ▇▇▇▇ally reimburseable by VSC). In addition, Howard shall be eligible for ▇▇▇▇▇▇t of up to $2,500 ($2,000 reimburseable by VSC) as part of a VSC bonus plan that is currently being developed. VSC shall not be obligated to reimburse ATI for any portion of a bonus paid other than in accordance with such bonus plan.
Howard. As of the Effective Date, Howard represents and warrants to Manager as follows:
(a) Howard is a non-profit corporation duly organized, validly existing, and in good standing under the laws of the District of Columbia.
(b) ▇▇▇▇▇▇ has full authority to enter into and perform this Agreement, and the signature of ▇▇▇▇▇▇’▇ representative at the end hereof signifies that this Agreement has been duly authorized, executed and delivered and represses a legal, valid and binding agreement enforceable against Howard in accordance with its terms (subject only to customary limitations on the enforceability and availability of remedies in accordance with principles of law and equity).
(c) The execution, delivery and performance of this Agreement by Howard does not (i) require any consent, waiver, approval, license or authorization of any person or public authority which has not been obtained and is not presently in effect; (ii) violate any provision of law applicable to Howard; or (iii) conflict with or result in a default under, or create any lien upon any of the property or assets of Howard under, any agreement or instrument; or (iv) violate any judicial or administrative decree, contract, or other legal obligation to which Howard is subject or by which any of its assets are bound.
(d) There is no civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or investigation pending or, to ▇▇▇▇▇▇’▇ knowledge threatened against Howard that may materially delay or interfere with its entering into and fully and duly performing this Agreement.