Phase I Mall and Phase II Mall Relations Sample Clauses

Phase I Mall and Phase II Mall Relations. No later than thirty (30) days prior to the opening of the Phase II Mall, Mall I Owner and Mall II Owner shall execute a construction, operation and reciprocal easement agreement (the "XXXXX") in substantially the form of Exhibit CC hereto.
Sample 1
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Phase I Mall and Phase II Mall Relations. No later than thirty (30) days prior to the opening of the Phase II Mall, unless Mall I Owner and Mall II Owner agree otherwise, there must be in place an executed construction, operation and reciprocal easement agreement ("XXXXX") between Mall I Owner and Mall II Owner. Negotiations regarding the XXXXX will follow as soon as practicable following the date hereof and each of Mall I Owner and Mall II Owner must act in good faith and reasonably in connection with such negotiations. The XXXXX must, among other things, (i) be an agreement that a Commercially Reasonable Owner of the Phase I Mall and of the Phase II Mall would execute, (ii) provide that, unless the prior written consent of Mall I Owner has been obtained, the Phase II Mall shall not contain more than five hundred thousand (500,000) square feet of gross leasable area, (iii) contain guidelines relating to the design of the Phase II Mall (including, without limitation, the connection(s) between the Phase I Mall and the Phase II Mall), and relating to alterations and maintenance of the Phase I Mall and the Phase II Mall, so that, among other things, the malls are architecturally harmonious and constructed and maintained in a first-class manner, (iv) provide for the joint maintenance, leasing, marketing, management and operation, of the Phase I Mall and the Phase II Mall, (v) require each of Mall I Owner and Mall II Owner to pay (A) all operating and other expenses that are directly allocable to either mall and (B) an equitable portion of all operating and other expenses that are not directly allocable to either mall but otherwise relate to the "integrated mall" ("SHARED MALL EXPENSES"), (vi) provide for approval of a leasing plan and, with respect to all operating expenses that should appropriately be Shared Mall Expenses, an operating budget prior to commencement of operation of the Phase II Mall and each year thereafter, (vii) provide that each of Mall I Owner and Mall II Owner is entitled to receive and retain, for its own account, all revenue generated by the Phase I Mall or the Phase II Mall, as applicable, (viii) allow each of Mall I Owner and Mall II Owner to sell and finance its mall and, in connection therewith, to assign or mortgage its interest in the XXXXX, (ix) provide for the granting of appropriate easements across each of the Phase I Mall and the Phase II Mall, (x) contain provisions relating to restoration of the Phase I Mall and the Phase II Mall after casualty and condemnation, (xi...
Sample 1

Related to Phase I Mall and Phase II Mall Relations

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  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Phase II The parties acknowledge that this Agreement is not exclusive and GPPC shall have the right to provide consulting services regarding the marketing of the DCC services of Member, GPPC, any of GPPC’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, GPPC may choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable GPPC to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, GPPC shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit GPPC from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to GPPC to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist GPPC in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to GPPC for the purposes of Phase II. Planet Payment shall not charge GPPC for such assistance, unless GPPC requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge GPPC for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.

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  • PHASE Phase means any individual Phase of the Project, as more particularly described in the definition of Project.

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

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  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

  • Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.

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