Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.
Additional Limitations. In addition to the use and protection requirements described in Section 4.9(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.
Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfers of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.10 hereof.
Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).
Additional Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the Asset Representations Reviewer’s use and handling of Issuer PII shall also be subject to the terms and limitations described in that separate letter agreement between TMCC and the Asset Representations Reviewer dated October 22, 2015 (the “Letter Agreement”) and, in the event of any conflict between the terms of the Letter Agreement and the terms of this Agreement related to the Asset Representations Reviewer’s use and handling of Issuer PII, the most restrictive of such terms shall govern.
Additional Limitations. In addition to the use and protection requirements described in Section 6.10.2, the Asset Representations Reviewer’s disclosure of Sponsor PII is also subject to the following requirements:
(i) the Asset Representations Reviewer shall not disclose Sponsor PII to its personnel or allow its personnel access to Sponsor PII except (A) to the Asset Representations Reviewer’s personnel who require Sponsor PII in order to perform an Asset Representations Review, (B) with the prior consent of the Sponsor or the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Sponsor PII shall be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer shall inform personnel with access to Sponsor PII of the confidentiality requirements in this Agreement and train its personnel with access to Sponsor PII on the proper use and protection of Sponsor PII; and
(ii) the Asset Representations Reviewer shall not sell, disclose, provide or exchange Sponsor PII with or to any third party without the prior consent of the Sponsor or the Servicer.
Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuing Entity PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuing Entity PII to its personnel or allow its personnel access to Issuing Entity PII except (A) for the Asset Representations Reviewer personnel who require Issuing Entity PII to perform a Review, (B) with the prior consent of the Issuing Entity or (C) as required by applicable law. When permitted, the disclosure of or access to Issuing Entity PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuing Entity PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuing Entity PII on the proper use and protection of Issuing Entity PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuing Entity PII with or to any third party without the prior consent of the Issuing Entity.
Additional Limitations. Except as otherwise set forth in Exhibit A, Licensee may not:
(i) sublicense or distribute the TCK(s) to any third party, except that Licensee may share comments or questions concerning its use or the results of using the TCK (including relevant excerpts of the TCK itself, provided such TCK excerpts are inherently part of such test results); or
(ii) create derivative works of the TCK(s); or
(iii) disassemble or decompile binary portions of the Test Suite(s) or Test Tools or otherwise attempt to derive the source code from such portions; or
(iv) develop other test suites intended to validate compatibility with the Java Specification(s) to which the TCK(s) licensed hereunder corresponds; or
(v) distribute code which has been tested against the TCK and which implements a substantial portion of the Java Specification unless such code is included in a Product within the meaning of Section 1.9 and unless, for each new release of a Product by Licensee, such Product passes, in accordance with the Documentation (including the TCK Users Guide), the most current TCK applicable to the latest version of the Java Specification and available from Oracle one hundred twenty (180) days before FCS of such version of the Product; provided, however, that if Licensee elects to use a version of the TCK also provided by Oracle that is newer than that which is required under this Section 2.1(b)(v), then Licensee agrees to pass such TCK; or
(vi) use the TCK to test a third party’s product; or
(vii) use the TCK to make claims of comparative compatibility (for example, a claim either that a Product is “90% compatible” or that the Product is “more compatible” than another implementation of the same Java Specification); provided, however, that with respect to a Product which Licensee has certified in accordance with Section 2.1(d) below, Licensee may disclose Test Reports. Neither the limited scope of the grant set forth in Section 2.1(a) nor the additional limitations set forth in Section 2.1(b)(v) above shall be understood to require Licensee to include any particular "pass through" requirements in any license it grants concerning the redistribution of a Product with which the TCK licensed hereunder has been used. However, except with respect to downstream products developed and distributed by Licensee’s licensees and sublicensees which incorporate, in whole or in part, Licensee’s Product and themselves satisfy all the other requirements for a Product set forth in Section 1.9 of this...
Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into this Agreement based upon the certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary: (i) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) any compensatory amounts for which a deduction is denied to the Employer shall, at the Employer's election, serve to first reduce the Employer's obligation to make the monthly Annual Benefit payments otherwise due and payable to the Executive under the terms of this Agreement. The Executive recognizes that, in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent with the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"), will not be deductible (in whole or in part) as a result of Code Section 280G, the Annual Benefit or the Schedule B Annuity, shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code (or the Annual Benefit/Schedule B Annuity is reduced to zero (0)). For purposes of this limitation:
(a) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account;
(b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code;
(c) Future Ann...
Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuing Entity PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuing Entity PII to its personnel or allow its personnel access to Issuing Entity PII except (A) for the Asset Representations Reviewer personnel who require Issuing Entity PII to perform an Asset Representations Review, (B) with the prior written consent of the Issuing Entity and the Grantor Trust or (C) as required by Applicable Law. When permitted, the disclosure of or access to Issuing Entity PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuing Entity PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuing Entity PII on the proper use and protection of Issuing Entity PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuing Entity PII with or to any third party without the prior written consent of the Issuing Entity and the Grantor Trust.
(iii) The Asset Representations Reviewer agrees, represents and warrants that the Asset Representations Reviewer has, and will continue to have, adequate administrative, technical, and physical safeguards designed to: (a) to ensure the security and confidentiality of all PII; (b) to protect against any anticipated threats or hazards to the security or integrity of PII; and (c) to protect against unauthorized acquisition of, access to or use of PII which could result in a “breach” as that terms is defined under applicable Privacy Laws, or substantial harm to Issuing Entity, the Grantor Trust or Servicer or any individual about whom the Issuing Entity, the Grantor Trust or the Servicer has or collects financial and other information.
(iv) The Asset Representations Reviewer agrees to provide the Sponsor, the Issuing Entity, the Servicer and the Grantor Trust with information regarding its and its representatives’ privacy and information security systems, policies and procedures as the Sponsor, the Issuing Entity, the Grantor Trust or the Servicer may reasonably request relating to its compliance with this Agreement and applicable Privacy Laws. The Asset Representations Reviewer agrees to provide training in the Privacy Laws and Asset Representations...
