Limitations on Scope of License Sample Clauses

Limitations on Scope of License. Each Licensee, its Affiliates and Sublicensees will use the Licensed Mark in material accordance with any trademark usage guidelines that Licensor may provide from time to time, if any (“Trademark Usage Guidelines”). The style, typeface and graphic appearance of the Licensed Mark used by each Licensee, its Affiliates and Sublicensees must be the same as specified in any Trademark Usage Guidelines provided by Licensor. Each Licensee agrees on behalf of itself and its Affiliates that the Licensed Mark shall not be combined, mixed, commingled or otherwise joined with any other Marks or with any prefix or suffix or any modifying word or term to create a combined mark.
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Limitations on Scope of License. (i) Licensee (and any sublicensees) shall use (A) the RCC Trade Names only in connection with the conduct of business in the fields of real estate, financial services and any other field of use in which Licensor now or hereafter has rights in the Trade Names, including using the name "Related Capital" in conjunction with or as part of the name of any Syndication Entity or any direct or indirect subsidiary thereof which serves as a partner or member in connection with such Syndication Entity, in accordance with the terms and conditions set forth herein, and (B) each Other Related Name only in connection with engaging in the business of the entity with which such Other Related Name is identified (and in conjunction with or as part of the name of any direct or indirect subsidiary of an existing Syndication Entity which serves as a partner or member in connection with such Syndication Entity, or Licensee, or any Affiliate thereof, to effect hereafter a substantially similar or 2 <PAGE> subsequent series of the Syndication Transaction for which the Syndication Entity using the name on the date hereof was formed), in accordance with the terms and conditions set forth herein. (ii) Licensee acknowledges and agrees that notwithstanding the rights granted to Licensee hereunder, Licensor shall continue to have the right to use (and sublicense) the name "Related", but not the Trade Names, whether alone or in conjunction with or as a part of any other name (but excluding the Trade Names) while engaging in any business, other than the Acquired Businesses and any business restricted by the Future Relations Agreement for such period as Licensor is restricted from engaging in such business under the Future Relations Agreement. (iii) Licensee shall have the right to sublicense the Trade Names to any Affiliate of Licensee (including Charter Municipal Mortgage Acceptance Company), and any sublicensee shall have equivalent rights as Licensee hereunder to the extent so sublicensed by Licensee. Except as set forth in Section 9(f) hereof, Licensee shall not have the right to sublicense the Trade Names to any non-Affiliated third party. (iv) If Licensee does not utilize the RCC Trade Names in the conduct of the business of Licensee or any of its Affiliates for any continuous period of twelve (12) months, then, unless Licensee or its Affiliates shall recommence using the RCC Trade Names in a material manner following receipt of written notice of non-use from Licensor (delivered fol...
Sample 1
Limitations on Scope of License. (i) Licensee (and any sublicensees) shall use (A) the RCC Trade Names only in connection with the conduct of business in the fields of real estate, financial services and any other field of use in which Licensor now or hereafter has rights in the Trade Names, including using the name "Related Capital" in conjunction with or as part of the name of any Syndication Entity or any direct or indirect subsidiary thereof which serves as a partner or member in connection with such Syndication Entity, in accordance with the terms and conditions set forth herein, and (B) each Other Related Name only in connection with engaging in the business of the entity with which such Other Related Name is identified (and in conjunction with or as part of the name of any direct or indirect subsidiary of an existing Syndication Entity which serves as a partner or member in connection with such Syndication Entity, or Licensee, or any Affiliate thereof, to effect hereafter a substantially similar or subsequent series of the Syndication Transaction for which the Syndication Entity using the name on the date hereof was formed), in accordance with the terms and conditions set forth herein.
Sample 1
Limitations on Scope of License. No right to use any variant of the Marks is granted under this Agreement. BUYER shall not use any of the Marks as part of BUYER’s company name, or the name of any subsidiary of BUYER now existing or acquired later. MPC has the exclusive right to determine which Marks will be available to each Branded Outlet, and the manner in which the Marks will be used or displayed at each Branded Outlet.
Sample 1
Limitations on Scope of License. (Section 2.1) • The license granted to Alnylam is limited to (1) a worldwide, co-exclusive (co-exclusive with Alnylam Europe AG) license, with the right to sublicense, under the Patent Rights to develop, make, have made, use, sell and import Licensed Products in the Field, which rights are sublicenseable, and (2) a worldwide, non-exclusive license, without the right to grant sublicenses, under the Patent Rights to develop, make, have made, use, sell and import Licensed Products for all diagnostic uses other than for purposes of therapeutic monitoring. • Owners retain the right to practice under the Patent Rights for research, teaching, education, non-commercial collaboration and publication purposes. The German and the U.S. federal government retain a royalty-free, non-exclusive, non-transferable license to practice any government-funded invention claimed in any Patent Rights for government purposes. Restrictions on Sublicensing by Alnylam (Sections 2.4 and 11.8) • Alnylam is prohibited from granting sublicenses under the Patent Rights to develop, make, have made, use, sell and import Licensed Products for any diagnostic uses other than for purposes of therapeutic monitoring. • Sublicensees are required to perform their sublicense agreement in accordance with the Xxx Xxxxxx US License Agreement. If Xxx Xxxxxx determines that Alnylam or any of its Sublicencees has failed to fulfill any of its obligations under Section 4 (Company Diligence Obligations and Report) of the Xxx Xxxxxx US License Agreement, then Xxx Xxxxxx may treat such failure as a material breach. • If any license granted to Alnylam under the Xxx Xxxxxx US License Agreement is terminated, any sublicense under such license granted prior to termination of said license will remain in full force and effect, provided that (i) the Sublicensee is not then in breach of its sublicense agreement; and (ii) the Sublicensee agrees to be bound to Xxx Xxxxxx as licensor under the terms and conditions of the sublicense agreement, provided that Xxx Xxxxxx will have no other obligation than to leave the sublicense granted by Alnylam in place. • Immediately after the signature of each sublicense granted under the Xxx Xxxxxx US License Agreement, Alnylam is required to provide Xxx Xxxxxx with a copy of the signed sublicense agreement. Diligence and Reporting (Sections 4.1 and 4.2; Sections 1 and 3 of Requirement Amendment) • Sublicensees are required to use commercially reasonable efforts to develop and to introd...
Sample 1
Limitations on Scope of License. No right to use any variant of the Marks is granted under this Agreement. Neither BUYER nor any Operator shall use any of the Marks as part of a company name, or the name of any subsidiary now existing or acquired later. Neither BUYER nor any Operator shall use any of the Marks in connection with any advertisement or other display that, in SELLER’s sole judgment, is likely to cause confusion as to the ownership of the Marks or reflects unfavorably upon SELLER’s or Affiliate’s reputation, business, or any of their Brands. SELLER has the exclusive right to determine which Marks will be available to each Branded Outlet, and the manner in which the Marks will be used or displayed at each Branded Outlet.
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Related to Limitations on Scope of License

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Assignment Except as specifically provided in Section 22.02 hereof, this Agreement may not be assigned or otherwise transferred by any of the Parties without the express prior written consent of the ISO Board which consent shall not be unreasonably withheld or delayed. Any person to which an assignment or transfer is made shall be required to demonstrate, to the reasonable satisfaction of the ISO Board, that it is capable of fulfilling the requirements of this Agreement, and such assignee shall pay all costs and expenses, including reasonable attorney fees, in connection with such assignment. Unless otherwise expressly provided in a written instrument approved by the ISO Board in connection with the consummation of such assignment or transfer, any such assignment or other transfer by a Party of any of its rights and obligations under this Agreement shall not release, or in any way modify, the assigning or transferring party’s liability for the performance of its obligations hereunder.

  • Limitations on Assignments For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

  • Limitations on Disclosure The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • Limitations on Warranties 14.1 Notwithstanding anything else in this Agreement, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of the Authorized Users to properly use the Licensed Materials.

  • LIMITATIONS ON ACTIVITIES Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Limitations on Services (a) The Parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc., in-house "due diligence" or "compliance" departments of Licensed Securities Firms, etc.; accordingly, the Employee agrees that he will not:

  • Restrictions on Use Licensee is not permitted to make any use of the Licensed Marks in connection with products or services other than the Sprint PCS Products and Services, and as specifically authorized in Sections 1.1(b) above with respect to Related Equipment and Premium and Promotional Items, nor to make any use of the Licensed Marks directed outside of the Service Area.

  • Compliance with Law and Agreements; Maintenance of Licenses The Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). The Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date. The Borrower shall not modify, amend or alter its certificate or articles of incorporation or bylaws, other than in a manner which does not adversely affect the rights of the Lenders or the Agent.

  • Survival of Agreements, etc Each of the representations and warranties (as of the date(s) made or deemed made), covenants, waivers, releases and other agreements and obligations of each Party contained in this Agreement: (a) shall be absolute, irrevocable and unconditional, irrespective of (among other things) (i) the validity, legality, binding effect or enforceability of any of the other terms and provisions of this Agreement or any other agreement (if any) between the Parties, or (ii) any other act, circumstance or other event described in this Section; (b) shall survive and remain and continue in full force and effect in accordance with their respective terms and provisions following and without regard to (i) the execution and delivery of this Agreement and each other agreement (if any) between the Parties and the performance of any obligation of such Party hereunder or thereunder, (ii) any waiver, modification, amendment or restatement of any other term or provision of this Agreement or any other agreement (if any) between the Parties (except as and to the extent expressly modified by the terms and provisions of any such waiver, modification, amendment or restatement), (iii) any full, partial or non-exercise of any of the rights, powers, privileges, remedies and interests of a Party or any SGRP Company under this Agreement, any other agreement (if any) between the Parties or Applicable Law against such other Party or any other person or with respect to any obligation of such Party, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iv) any extension, stay, moratorium or statute of limitations or similar time constraint under any Applicable Law, (v) any pledge, assignment, sale, conveyance or other transfer by the Company (in whole or in part) to any other person of this Agreement or any other agreement (if any) between the Parties or any one or more of the rights, powers, privileges, remedies or interests of the Company therein, (vi) any act or omission on the part of the Company, any SGRP Company, any of their respective Representatives or any other person, (vii) any termination or other departure of the Employee from his or her employment, whether for cause or otherwise, or any dispute involving any aspect of such employment; or (viii) any other act, event, or circumstance that otherwise might constitute a legal or equitable counterclaim, defense or discharge of a contracting party, co-obligor, guarantor, pledgor or surety; in each case without notice to or further assent from the Employee or any other person (except for such notices or consents as may be expressly required to be given to such Party under this Agreement or any other agreement (if any) between the Parties); (c) shall not be subject to any defense, counterclaim, setoff, right of recoupment, abatement, reduction or other claim or determination that the Employee may have against the Company, any SGRP Company or SPAR Affiliate, any of their respective Representatives or any other person; (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of Party or any other person, or the inability of any of them to pay its debts or perform or otherwise satisfy its obligations as they become due for any reason whatsoever; and (e) with respect to any provision expressly limited to a period of time, shall remain and continue in full force and effect (i) through the specific time period(s) and (ii) thereafter with respect to events or circumstances occurring prior to the end of such time period(s).

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