New Projects Sample Clauses
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New Projects. A. Licensee shall provide Licensor with an application (“New Project Application”) in the form attached hereto as Exhibit K for each proposed New Project. The form of New Project Application may be modified by Licensor as required for compliance with Applicable Law or as mutually agreed by the parties hereto.
B. Licensor may reject a proposed New Project only if:
(i) Licensor determines that the proposed New Project does not meet the applicable Brand Standards related to construction and design or that the location of the proposed New Project does not meet applicable Brand Standards or is otherwise not appropriate for the proposed New Project;
(ii) Licensor determines that the development of the proposed New Project would breach, or be reasonably likely to breach, any Permitted Territorial Restrictions or restrictions imposed by Applicable Law on Licensor and its Affiliates; or
(iii) the proposed New Project will involve a co-investor with Licensee and such co-investor is (a) a Lodging Competitor of Licensor, (b) is known in the community as being of bad moral character, (c) has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), or (d) is, or has an Affiliate that is, a Specially Designated National or Blocked Person. If Licensor does not approve the proposed New Project under Sections 5.2.B(i), (ii), or (iii) above and Licensee disagrees with such determination, then Licensee may refer the matter for Expert resolution pursuant to Section 22.5. The Expert shall make its determination based upon whether Licensor’s rejection was reasonable, given the market positioning and Brand Standards applicable to the proposed New Project. Additionally, if Licensor did not approve the proposed New Project based on its determination that the location of the proposed New Project did not meet applicable Brand Standards or was otherwise not appropriate for the proposed New Project, the Expert shall determine whether the proposed location would be appropriate for Licensor Lodging Facilities in the Upscale Brand Segment or Upper-Upscale Brand Segment, as applicable, based on the market positioning and brand standards applicable to such Licensor Lodging Facilities, and i...
New Projects. (a) If Licensee notifies Licensor that it wishes to develop additional Vacation Ownership Properties that use Hilton Marks (other than the Licensed Marks) either alone or as co-branding with any Licensed Marks, it shall notify Licensor in writing by submitting to Licensor a written application that contains all material information with respect thereto. Licensor may, in its sole discretion, grant Licensee a license to use such additional Trademarks in connection therewith, pursuant to a separate agreement or an amendment to this Agreement.
(b) If Licensee notifies Licensor that it wishes to (i) develop or acquire additional Vacation Ownership Properties that would use the Licensed Marks or (ii) expand the scope or size of an existing Licensed Vacation Ownership Property (if such expansion was not included in the original proposal for the property approved by Licensor), it shall notify Licensor in writing by submitting to Licensor a written application that contains all material information with respect thereto. Licensor shall not unreasonably withhold its approval for such Vacation Ownership Properties to use the Licensed IP and Hilton Data (and upon such approval, such properties shall become “Licensed Vacation Ownership Properties” herein) if the proposed additional Vacation Ownership Property or proposed expansion to an existing Licensed Vacation Ownership Property (each, a “New Property”) and Licensee’s intended operation thereof complies with the then-current Standards and Agreements and:
(i) the development of the proposed New Property would not breach, or be reasonably likely to breach, any applicable Laws or agreement between Licensor or its Affiliates, including territorial restrictions or areas of protection;
(ii) the proposed New Property will not involve any co-investor that (a) is a Hilton Competitor, (b) is known in the community as being of bad moral character, (c) has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the CPI Adjustment) or more (or is in Control of or Controlled by Persons who have been convicted in any court of felonies or such offenses), or (d) is (or has an Affiliate that is) a Blocked Person; and
(iii) the proposed New Property is not reasonably likely to harm Licensor, the Licensed IP, the Hilton Data or the goodwill associated therewith.
(c) Licens...
New Projects. 6.1 The Parties' obligations in relation to the identification, approval and delivery of New Projects which are Qualifying Projects are contained in Schedule 5 (Approval Process for New Projects).
6.2 In respect of each Approved Project (including where Clause 9.3.5 applies) WEPCo shall, or shall procure that a Project Service Provider shall enter into a Project Agreement either:
6.2.1 substantially in the form of the relevant Template Project Agreement completed in accordance with the "IMPORTANT NOTICE" set out on such Template Project Agreement to reflect such amendments as may be required in the circumstances of that particular Project Agreement and as may be agreed between WEPCo and the Relevant Participant(s) and approved by the Welsh Government; or
6.2.2 in the case of an Approved Project for FM Services only, or a D&B Project for Community Services only, in such form as may be agreed between the Relevant Participant(s) and WEPCo and approved by the Welsh Government.
6.3 In respect of each Approved Project that is a MIM Project (including where Clause 9.3.5 applies), WEPCo shall procure that a Project Service Provider shall enter into a Project Co Shareholders' Agreement substantially in the form of the Template Project Co Shareholders' Agreement, completed in accordance with the "IMPORTANT NOTICE" set out on such Template Project Co Shareholders' Agreement to reflect such amendments as may be required in the circumstances of that particular project as agreed among the Project Service Provider, PSDP and WGCo and approved by the Relevant Participant(s) and Welsh Government.
New Projects. Projects not included in the Baseline that will be priced separately include the following: • [***]* Charges, including consulting fees, resource fees, out-of pocket costs, and other costs required to complete or support any new Project or for New Services will be determined in accordance with Change Control and unless otherwise agreed will be charged at Service Provider’s time and materials rates.
New Projects. Fees, including consulting fees, resource fees, out-of pocket costs, and other costs required to complete or support any new project or for New Services may be based upon Service Provider's then-current daily commercial rates adjusted [***]* project pricing, or other bases, and will be determined in accordance with Change Control Procedures. Fees for each project will be negotiated and agreed to by the parties on a case-by-case basis.
New Projects. The phased office, research and development use development and all associated amenities, including, but not limited to, surface and structured parking, landscaping, and on- and off- site improvements, contemplated by or embodied within the Vested Approvals for (i) the Lindaro and Parking Expansion Project, and (ii) the two research and development buildings on the R&D Development Property.
New Projects. 18.2.1 An Obligor may, at any time, other than during a Cost Overrun Period:
(a) acquire, or otherwise designate, any freehold, leasehold or other real property specified in Schedule 6 (Approved New Properties) as an Approved New Property; and/or
(b) commence any construction and development project on an Approved New Property as an Approved New Project, without the consent of any Finance Party provided that:
(i) any such freehold, leasehold or other real property specified in Schedule 6 (Approved New Properties) is acquired on, or otherwise complies with, substantially the same terms as those disclosed in the relevant Real Estate Package delivered to the Agent in accordance with Clause 3.1.2 (Conditions precedent);
(ii) any such construction and development project will be carried out substantially in accordance with the relevant Real Estate Package;
(iii) the aggregate Budgeted Costs relating to such construction and development project are not more than 15 per cent_ above the aggregate Budgeted Costs contained in the relevant Real Estate Package or such lesser percentage as is necessary so as to ensure a projected yield of 12 per cent per annum in respect of the relevant Approved New Property for the financial year the relevant Approved New Project is projected in the relevant Real Estate Package to become a Stabilised Project, determined by reference to the annual Net Rental Income for such Approved New Property as projected in the relevant Real Estate Package divided by the aggregate Budgeted Costs for that Project; and
(iv) on or prior to the first drawdown in respect of such construction and development project the Agent has confirmed to the Borrower and the other Finance Parties that it has received, or it is satisfied that it will receive upon such drawdown, all items relating to:
(1) the relevant freehold, leasehold or other real property specified in Schedule 6 (Approved New Properties) as specified (as if that property were an Initial Property) in paragraphs 1, 2 and 8 of Part B Schedule 2 (Conditions precedent); and
(2) where applicable, the Approved New Project as specified (as if that Approved New Project were an Initial Project) in paragraphs 1, 2, 3 and 8 of Part B Schedule 2 (Conditions precedent).
18.2.2 Where any freehold, leasehold or other real property specified in Schedule 6 (Approved New Properties) or any construction and development project on an Approved New Property does not comply with Clause 18.2.1, no Obligor may include suc...
New Projects. To request the addition of a Project to the Project Library, Event Owner must have signed the Project Library Creator Agreement and, in the case of visual Projects, upload all required images, files and notes of the Project. The terms of the Project Library Creator Agreement are incorporated herein by reference. In order to be approved for addition to the Project Library, a Project must be an original concept and cannot be a copy or excessively derived (as determined in Company’s sole discretion) from another creative work. For the sake of clarity, an Event Owner may upload his or her own images provided he/she has signed a Project Library Creator Agreement, but Event Owner may not upload images to the Project Library for or on behalf of others.
New Projects. (a) After the Closing, certain of the Group Companies will commence operation of certain new radiation oncology centers listed on Exhibit G (collectively, the “New Projects”). For so long as Seller is employed by the Company and/or any of its Subsidiaries, Seller will have the right (to be exercised within ninety (90) days of the applicable board approval of a New Project) to invest 10% (or more than 10% if approved by Buyer) of the aggregate cost of one or more of any of the New Projects in exchange for a 10% equity ownership interest (subject to adjustment for any future equity interest issuances of such New Project) in such New Project(s) (for each New Project for which Seller has exercised his investment right, a “Capital Interest”). With respect to each New Project in which Seller has acquired a Capital Interest, Seller shall be granted an additional interest, which when combined with such Capital Interest, will entitle him to (i) a return of his invested capital and (ii) 20% (subject to adjustment for any future equity interest issuances of such New Project) of the distributions and equity value of such New Project in excess of the amount of invested capital in such New Project and after establishing reserves (made in accordance with GAAP) for all expenses and liabilities of such New Project (for each New Project for which Seller holds a Capital Interest, a “Profits Interest”, together with the Capital Interest for such New Project, the “New Projects Interest”). The Capital Interest, if any, will be issued to Seller in the same strip of securities as are directly or indirectly issued to Buyer and on the same economic terms as such securities that are directly or indirectly issued to Buyer. Each New Project Interest will be documented in the organizational documents (for each New Project Entity, the “New Project Entity Organizational Documents”) of a new entity (for each New Project, the “New Projects Entity”) formed to own such New Project. Seller will acquire the New Project Interest pursuant to a purchase agreement customary for transactions of a similar nature, which purchase agreement shall include customary representations and warranties of Seller for such a transaction. Seller will also be party to such other ancillary documents of the New Project Entities as reasonably determined by Buyer at the time of formation of such New Project Entities.
(b) The New Project Entity Organizational Documents of each New Project Entity shall (i) grant Seller ...
New Projects. 3.3.1 The Parties acknowledge that Société Minière may wish in the future to develop and extract mineral deposits in the Exploration Permit Area and/or Cross Lake and/or may wish to extend the capacity of the concentrator to be located at Katinniq beyond 1,000,000 tonnes annually, and that such a New Project would constitute an addition, alteration or modification to the Raglan Project as proposed and would therefore be subject to Société Minière obtaining, inter alia, the necessary authorizations, approvals or consents contemplated by section 23 of the ▇▇▇▇▇ Bay and Northern Québec Agreement, and by the Environmental Quality Act., by the Environmental Assessment Review Process Guideline Orders, or any other applicable governing statute.
3.3.2 Prior to such a New Project being presented for authorization, Société Minière shall, at its expense, undertake an environmental impact study, if so required by the Environmental Authorities, or cause to have performed an Environmental Assessment, if not so required, regarding such New Project, the results of which shall be reported to the Inuit Parties.
3.3.3 In the event that a New Project obtains the necessary authorizations, approvals or consents contemplated by section 23 of the ▇▇▇▇▇ Bay and Northern Québec Agreement , by the Environmental Quality Act, by the Environmental Assessment Review Process Guideline Orders, or any other applicable governing statute, the Parties shall amend this Agreement by amending the description of the Raglan Project in subsection 3.1 so that the terms and conditions of this Agreement shall also apply to such New Project.
3.3.4 Moreover, based on the environmental impact study or Environmental Assessment referred to in paragraph 3.3.2, the Parties, through the Raglan Committee, shall jointly prepare and execute a summary of the impacts, mitigation measures, monitoring programs and significance after mitigation of each impact resulting from such New Project, based on the criteria referred to in subsection 4.3, regarding such New Project in the format of Annex 4.2 which summary, following its execution by the Parties, shall become an annex to and form part of this Agreement.
3.3.5 In the event that there is no appropriate mitigating work or works that would eliminate or diminish certain of the identified impacts resulting from such New Project, to a level of significance that is mutually acceptable to the Parties, taking into account the level of significance presently foreseen in Ann...