Development Manager’s Obligations Clause Samples

Development Manager’s Obligations. Without limitation to the Development Manager’s obligations in this Agreement, the Development Manager must: (a) obtain a valuation of the Land as required by the Bank providing the Development Finance in accordance with clause 5.8(b) of the Joint Venture Agreement; (b) enter into the Building Contract with the Builder in accordance with the provisions of clause 5.8(e) of the Joint Venture Agreement; (c) set up and manage a bank account in the name of the Development Manager at a branch of the Bank for the purposes of paying any Project Costs. One signatory from each Joint Venturer will be required to sign cheques and withdraw any money from the account or to close the account; (d) ensure that the Project Costs are in accordance with the Schedule of Project Costs (Annexure K in the Joint Venture Agreement) (as amended from time to time) and current budgets; (e) submit the draft Contract for Sale to the Landowner for approval and confirmation it will sign all such contracts; (f) carry out any services and activities required to be undertaken in order to deliver the Project in accordance with this Agreement and the Joint Venture Agreement; (g) give to the Joint Venturers at the end of each month a Project Costs Statement in accordance with clause 7; (h) disburse the Lot Proceeds of Sale in accordance with clause 2.6 of the Joint Venture Agreement; and (i) lodge and progress, any survey plans and associated documentation with the Department of Natural Resources and Mines, as required to procure the subdivision of the Building and the creation of separate titles to the Lots and the registration of the Development Manager Power of Attorney; (j) if directed by the Joint Venturers, prepare and lodge tax returns, BAS statements and other tax applications in relation to the Project; and (k) at all times act in accordance with the instructions of the Joint Venturers, including any decisions made in accordance with clause 5.1.
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Development Manager’s Obligations. 4.1 In carrying out the Services and its other obligations in this Agreement the Development Manager shall: 4.1.1 do so in accordance with the terms of this Agreement; 4.1.2 act in a manner that has regard to and with a view to achieving the Commercial Objectives of and being consistent with the Business Plan; 4.1.3 consult and liaise, co-operate and share information as necessary with the Owners; 4.1.4 in respect of any matters for which the consent or approval of the Owners is required hereunder, to seek such consent or approval and comply with all consents and approvals given to it by the Owners on any such matters. 4.2 Where this Agreement requires the Development Manager to obtain the consent or approval of the Owners the request for consent or approval shall be: 4.2.1 accompanied by such reasonable information as is necessary to enable the Owners to make an informed decision and; 4.2.2 submitted at such time and within such time scale as shall permit the Owners sufficient time properly to consider the request. 4.3 The Development Manager shall: 4.3.1 comply with its obligations contained in the Appointments and use reasonable and commercially sensible endeavours to procure that each member of the Professional Team complies with its obligation contained in the Appointments; 4.3.2 subject to payment to the Development Manager by the Owners pursuant to Clause
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Development Manager’s Obligations 
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Related to Development Manager’s Obligations

  • Managers’ Obligations 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

  • Developer’s Obligations 7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs. /- (Rupees only) (“Fee”) commencing from the 1st (first) anniversary of Appointed Date. The Fee is exclusive of GST and all other applicable taxes and shall be payable by the Developer at actual over and above the Fee. The Fee is payable to the Authority on or before 30 (thirty) days prior to the start of every year in advance as set out in Schedule 1 throughout the Agreement Period. During the Agreement Period the Fee shall be increased by 5% (five percent) every year over the previous year’s Fee on compounded basis. 7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the development of Project Facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason. 7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.

  • Conditions of Manager’s Obligations The obligations of the Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Operating Partnership on the date hereof, any Representation Date, any Time of Sale and as of any Settlement Date, (ii) the performance by the Company and the Operating Partnership of their respective obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8A, 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or to the knowledge of the Company or the Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Basic Prospectus or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (v) no General Disclosure Package, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (vi) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (i) None of the Company, the Operating Partnership or any of their respective subsidiaries shall have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business or the Properties from fire, explosion, flood or other calamity whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus, there shall not have been any change in the capital stock of the Company or OP Units or Series A Preferred Units of the Operating Partnership or long-term debt of the Company, the Operating Partnership or any of their respective subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or unitholders’ equity, as applicable, or results of operations of the Company, the Operating Partnership or their respective subsidiaries, considered as one enterprise, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the Manager’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering and sale of the Shares contemplated hereunder on the terms and in the manner contemplated in the Prospectus. (c) On every date specified in Section 4(p) hereof, the Manager shall have received an opinion of Company Counsel, or other counsel reasonably satisfactory to the Manager, in form reasonably satisfactory to the Manager, with respect to the matters set forth in Exhibit A-1 and Exhibit A-2 hereto, dated such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received an opinion of Maryland Counsel, or other counsel reasonably satisfactory to the Manager, in form reasonably satisfactory to the Manager, with respect to the matters set forth in Exhibit B hereto, dated such date. (e) On every date specified in Section 4(s) hereof, the Manager shall have received from KPMG LLP, or other independent accountants reasonably satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager, a Comfort Letter, dated as of such date. (f) On every date specified in Section 4(o) hereof, the Manager shall have received a certificate executed on behalf of the Company, for itself and in its capacity as the general partner of the Operating Partnership, by its Chief Executive Officer, President and any Executive Vice President and the Chief Financial Officer to the effect that (i) the representations and warranties of the Company and the Operating Partnership as set forth in Section 2 are true and correct as of the Representation Date, (ii) the Company and the Operating Partnership have performed their respective obligations under this Agreement that they are required to perform on or prior to such Representation Date, (iii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act shall have been instituted or, to the knowledge of the Company and the Operating Partnership, threatened by the Commission and (iv) for the period from and including the date of this Agreement through and including such Representation Date, there has not occurred any Material Adverse Effect. (g) On every date specified in Section 4(r) hereof, the Manager shall have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel to the Manager, or other counsel reasonably satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager, dated such date. (h) All filings with the Commission required by Rule 424 and Rule 433 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424 and Rule 433. (i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the first Settlement Date. (j) The Manager shall have received from the Company all due diligence materials and information reasonably requested by the Manager or its counsel necessary for the Manager to satisfy its due diligence obligations. (k) As of the first Settlement Date, the Articles of Supplementary shall have been accepted for record by the SDAT and shall be effective under Maryland law. (l) As of the first Settlement Date, the Manager shall have received a copy of the Operating Partnership Agreement Amendment duly authorized, executed and delivered by the Company.

  • HIRER’S OBLIGATIONS 10.1 The Hirer must comply with and shall procure that its officers, agents, employees and Delegates comply with: (a) all applicable laws, statutes and regulations from time to time in force in relation to the hire and use of the Facilities and attendance at the Venue; (b) any health and safety regulations, and security and other reasonable requirements that apply to the Venue and/or the Room and have been communicated to the Hirer; (c) any instructions from any member of wallacespace staff in the event of a fire or other emergency or in respect of any other security or health and safety matters. 10.2 The Hirer shall not hold itself out to be connected to wallacespace, nor, without the prior written consent of wallacespace, use the wallacespace name or logos on any promotional or other materials. 10.3 The Hirer will not affix any poster, notice, placard, sign or other item to any part of the Venue or Room nor erect any display or stand unless wallacespace’s prior written agreement has been obtained. 10.4 The Hirer will be responsible for keeping proper order and for ensuring that all Delegates behave in an appropriate manner. This includes the treatment of wallacespace staff with respect, not causing damage to the Venue or Equipment, not introducing any malicious or technologically harmful material to wallacespace’s tech systems and not using the tech systems for any unlawful purpose. wallacespace reserves the right to exclude any Delegate from the Venue who does not behave in such a manner. 10.5 Externally purchased or produced food and drink may not be brought into the Venue for consumption. In particular, other than that supplied by wallacespace, wines, spirits or other beverages are not permitted to be brought into the Venue for consumption unless prior written consent has been given by wallacespace and wallacespace’s “corkage” charges from time to time shall be added to, and payable with, the Price. 10.6 The Hirer shall indemnify wallacespace from and against all claims, demands, actions, costs, expenses, damages, penalties or proceedings arising out of or connected with any loss or theft of or damage to any property of any person at the Venue, damage to the Venue or Facilities, or any death or injury of any person at the Venue as a result of any act or omission of the Hirer or its officers, employees, agents or Delegates or any other person on the Venue with the actual or implied authority of any of them. 10.7 The Hirer shall maintain in force, with a reputable insurance company, public liability and any other insurance at an amount not less than £2,000,000 to cover the liabilities that may arise under or in connection with the Agreement and shall produce to wallacespace on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

  • The Supplier's Obligations The Supplier shall in writing, by the time and date specified by the Contracting Body following an invitation to tender pursuant to paragraph 2.1.3 above provide the Contracting Body with either: