Activity Limitations Sample Clauses

Activity Limitations. Notwithstanding any other provision of this Operating Agreement and any provision of law, the Company shall not do any of the following: hereof; Engage in any business or activity other than as set forth in Section 1.04 Managers of the Company, including the Independent Manager, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificateholder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; provided, however, that no Manager may be required by any Member to consent to the institution of bankruptcy or insolvency proceedings against the Company so long as it is solvent; Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, merge or consolidate with any other corporation, company or entity or sell, lease or otherwise transfer (except as contemplated by Section 1.04 hereof) all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity (except as contemplated by this Agreement); or Without the unanimous affirmative vote of the members of me Board of Managers of the Company, including the Independent Manager, create, incur, or assume or in any manner become liable in respect of any indebtedness other than (i) accounts payable and expense accruals incurred in the ordinary course of business and which are incident to the single business purpose of the Company as stated in Section 1.04, and (ii) any liability in respect of the unpaid purchase price of Receivables.
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Activity Limitations. Except for the Tax Ruling (as defined in Section 5.2.15), Witech has not entered into any agreement or arrangement with any taxing authority that requires it to take any action or to refrain from taking any action.
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Activity Limitations. None of the Acquired Subsidiaries has entered into any agreement or arrangement with any taxing authority that requires it to take any action or to refrain from taking any action.
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Activity Limitations. IIS has not entered into any agreement or arrangement with any Taxing authority that requires it to take any action or to refrain from taking any action.
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Activity Limitations. OptiSystems has not entered into any agreement or arrangement with any taxing authority that requires it to take any action or to refrain from taking any action, except for the undertaking in connection with the grant of an "approved enterprise" status as described in Section 2.27 of the OptiSystems Disclosure Schedule and the undertaking in connection with the grant of options under Section 102 of the Israeli Income Tax Ordinance.
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Activity Limitations. The following activities on the Property are subject to the following activity limitations: i. Each building constructed at the Property must include a sub-slab building vapor venting system that has been approved by the MPCA. ii. Any person proposing to construct a building at the Property or develop the Property shall prepare and submit a Response Action Plan or Construction Contingency Plan, as applicable, to the MPCA and to Grantor for review and approval prior to initiating site development or building construction. iii. There shall be no disturbance, removal, or interference with any vapor monitoring points installed at the Property. The foregoing restriction shall not apply to the City or its successors and assigns, which shall be entitled to repair, maintain, relocate, remove and replace the vapor monitoring points. iv. Except as required as part of an MPCA-approved environmental response project, there shall be no extraction of ground water from beneath the Property for any purpose and there shall be no installation of any xxxxx, borings, trenches or drains which could be used to extract ground water.
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Activity Limitations. Neither Prototype nor any of its subsidiaries has entered into any agreement or arrangement with any taxing authority that requires it to take any action or to refrain from taking any action, except for the undertaking in connection with the grant of an "Approved Enterprise" status as described in Section 2.10.14 and the undertaking in connection with the grant of options under Section 102 of the Israeli Income Tax Ordinance.
Sample 1
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Activity Limitations. Neither the Company nor any Company Subsidiary has entered into any agreement or arrangement with any taxing authority that requires it to take any action or to refrain from taking any action, except for the undertaking in connection with the grant of an “Approved Enterprise” status and the undertaking in connection with the grant of options under Section 102 of the Ordinance.
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Activity Limitations. The following activities on the Property are prohibited except as provided in Paragraph 8: i. There shall be no disturbance of soils on the Property of any nature whatsoever, specifically including, but not limited to, grading, excavation, boring, drilling or construction, unless such work is done pursuant to a work plan approved in writing by the MPCA prior to the commencement of such work. ii. Except as required as part of the MPCA-approved environmental response project, there shall be no extraction of ground water from beneath the Property for any purpose and no installation of any xxxxx, borings, trenches or drains which could be used to extract such ground water, unless such installation of any xxxxx, borings, trenches or drains is done under a work plan approved by the MPCA. iii. There shall be no disturbance, removal or interference with the active vapor mitigation system located on the Property, except for routine operation and maintenance of the system and as otherwise allowed.
Sample 1

Related to Activity Limitations

  • Liability Limitations This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

  • Usage Limitations You shall use best efforts to ensure that only Authorized Customer Support Users are provided access to the Service Desk Infrastructure and Student Support Services, including not causing or permitting third parties to access such infrastructure or services.

  • Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.

  • Use Limitations Your license is solely for the purposes of creating, presenting, hosting, analyzing, viewing and delivering Events (as defined below) to Authorized Users, subject to any limitation of Seats (as defined below) specified in the Order Form. “Event” means a single live broadcast event transmitted over the SaaS Service created and/or sponsored in whole or substantial part by Customer or Customer’s employees that is branded under Customer’s name. The term “Events” shall include both live and archived Events. “Seat” means each Authorized User served by a stream of digitally encoded data that delivers an Event to such Authorized User in the SaaS Service and shall include an Authorized User’s access to live Events and archived Events but does not include an access to a downloaded archived Event. A limitation on a number of Seats limits the number of unique Authorized Users of the Service.

  • Warranty Limitations The Limited Warranties in clauses 1.2 and 1.3 are subject to and must be read together with the limitations, exclusions, and limitations set out below.

  • Advertising Limitations Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits

  • License Limitations You may not distribute, redistribute, sell, resell, transfer, rent, lease, or sublicense the Progress Telerik JustMock Product Package or any portions thereof.

  • Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Issuing Bank shall be required to issue a Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.

  • Par Value Limitations Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares or other such shares at such adjusted Purchase Price.

  • Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

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