Limited License In accordance with SNA’s non-exclusive grant to the Affiliate to be an affiliate of SNA in the State, the Affiliate is hereby granted a limited, revocable, non-exclusive license to use for appropriate purposes and in a professional manner as authorized by this Agreement: (i) the names “School Nutrition Association,” “SNA” and other trademarks, service marks, trade names, and logos possessed or developed by SNA (hereinafter collectively referred to as the ''Marks"), (ii) SNA’s postal mail, telephone, telecopier/facsimile, and electronic mail lists with respect to past, current or prospective members of SNA located within the State (hereinafter collectively referred to as the "Mailing Lists''), and (iii) all copyrighted or proprietary information and materials provided by SNA to the Affiliate during the Term of this Agreement (hereinafter referred to as the "Proprietary lnformation"). The Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the "Intellectual Property". The limited authority granted by this Agreement to use the Intellectual Property will extend solely to the activities authorized under this Agreement as outlined in section IV, and will be subject to the all terms and conditions of this Agreement and any written guidelines provided to the Affiliate by SNA. SNA’s Marks may not be revised or altered in any way and must be displayed in the same form as provided by SNA. SNA’s Marks may not be used in conjunction with or combined with any other trademark, name or service xxxx without the express prior written approval of SNA. SNA’s Intellectual Property will not be used in any manner that, in the sole discretion of SNA, adversely affects SNA’s or its members’ reputations and goodwill, is false or misleading, violates the rights of others, violates this Agreement or violates any law, regulation or public policy. Affiliate will not sell, transfer, permit others to use or otherwise disseminate the Mailing Lists, except as specifically authorized by SNA. Use of SNA’s Intellectual Property will confer no rights upon the Affiliate other than the limited and revocable license granted by this Agreement. Affiliate will promptly provide copies of any and all uses of the Intellectual Property upon request by SNA. This paragraph will survive the termination of this Agreement.
Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.
Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.
Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.
Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.
Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012
Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.
Unlimited Liability Neither party will exclude or limit its liability for damages resulting from:
