Limitations and Obligations Sample Clauses

Limitations and Obligations. (a) Each Party agrees to use its commercially reasonable efforts to neither perform nor permit any act which reasonably could be expected to jeopardize or be detrimental to the validity, enforceability or scope of the owning Party’s rights licensed to the other Party(ies) hereunder; provided, however, that nothing contained herein shall be construed as obligating any owning Party to obtain, maintain or enforce any Intellectual Property rights licensed hereunder. (b) Nothing herein shall be construed as granting any Party, by implication, estoppel or otherwise, any license or other right in, to or under any Intellectual Property or Software, including any license or other right in, to or under any Patent(s) held by a Party that may block and/or limit the exercise of the ownership rights granted in Article II above and/or the license rights granted in this Article III, except for those rights expressly granted hereunder. As among the Parties: (i) SPTL shall have sole and exclusive ownership of the SPTL Background Intellectual Property, JDP SPTL Developments and JVC SPTL Improvements; (ii) AUO shall have sole and exclusive ownership of the AUO Background Intellectual Property, JDP AUO Developments and JVC AUO Improvements; (iii) the JVC shall have sole and exclusive ownership of the JVC Developments; and (iv) the inventing Parties (with inventorship being determined under United States patent law) shall own an undivided interest in and to each Joint Invention, and except to the extent a particular Party is restricted by the licenses granted to the other Party and/or the other covenants contained in this Agreement or the JVA, (1) each joint owner shall be entitled to practice, and grant to Third Parties and its Affiliates, in the case of SPTL and AUO, or its subsidiaries, in the case of the JVC, the right to use and practice all Joint Inventions to which it is a joint owner without restriction or an obligation to account to the other joint owner(s), and (2) the other joint owners shall consent, without additional consideration, to any and all such licenses. (c) Except as expressly set forth herein, none of the Parties makes any warranty or representation to any other Party (i) as to the validity, enforceability or scope of any class or type of any of the Intellectual Property assigned or licensed hereunder, or (ii) that any manufacture, sale, lease, use or other disposition of any Solar Cells using or incorporating any Intellectual Property licensed hereunder ...
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Limitations and Obligations. Sprint PCS does not have to provide any information requested by Manager that: (i) Manager can obtain itself in accordance with section 1. 9.1 (unless Sprint PCS already has such information in its possession and has not previously delivered it to Manager); (ii) is no longer maintained by Sprint PCS; or (iii) Manager has already received from Sprint PCS or its Related Parties. Sprint PCS will provide Manager a copy of the then-current Sprint PCS document retention policy from time to time.
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Limitations and Obligations. The Customer hereby acknowledges and agrees that Image Star may develop and market new, different or enhanced functions of the Service. Nothing contained in this Agreement shall give the Customer any rights with respect to any such new, different or enhanced functions unless Image Star, in its sole discretion, gives access to the Customer of such functions. Image Star shall have the right to require the Customer to pay additional service fees in order to have access to any such new, different or enhanced functions.
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Limitations and Obligations. 8. 1You may not use the services provided by this website or platform to engage in activities in violation of applicable laws and xxxxxxxxxxx.Xx not use this website to produce, copy and disseminate the following information: 1） Instigating resistance, breaking the constitution, laws and administrative regulations, instigating subversion of state power, state system and national unity; 2） Fabricating or distorting facts, spreading rumors and disturbing social order; 3） Propaganda of feudal superstition, obscenity, pornography, gambling, violence, murder, terror, instigation; 4） Openly insulting others or fabricating facts; 5）Damage the credibility of state organs;
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Limitations and Obligations. A. The Purchaser shall limits its submission of Competitive Bids to two Eligible Notes per day. BNYMCM will consider requests from the Purchaser to submit more than two Competitive Bids for Eligible Notes at its sole discretion. To the extent an Eligible Issuer offers a series of Eligible Notes with the same credit or security pledged on the same business day, that submission is to be considered one Competitive Bid. B. The Purchaser, wherever possible, shall work with the Eligible Issuer to have a reasonable amount of time between a Competitive Bid Deadline and the corresponding Settlement Date so there is sufficient time to complete and submit the documentation required to support the settlement of Eligible Notes.
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Limitations and Obligations. Computerisms makes no guarantees beyond that of best intent and best effort to provide a quality and secure service.
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Limitations and Obligations. (a) neither Licensor nor the Company may, without consent of the other, act as a supplier of products to another party where such products are to be labelled for sale under any name other than Licensor or the Company or their respective Affiliates.
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Limitations and Obligations 
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Related to Limitations and Obligations

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Covenants and Obligations The covenants and obligations of Seller in this Agreement shall have been performed in all material respects.

  • RIGHTS AND OBLIGATIONS OF NWESD The NWESD Board of Directors and Superintendent agree to provide educational services pursuant to requirements of the Office of the Superintendent of Public Instruction (OSPI). All staff for the Program shall be employed by the NWESD and subject to the policies and rules and regulations of the NWESD, including regulations pertaining to RCW 28A.400.303, RCW 28A.400.322 and RCW 28A.400.330, and teacher certification as required by the State of Washington. In accordance with this Agreement, the NWESD shall: A. Operate a self-contained education program for students with specialized learning needs who manifest severe behavior challenges. B. Recruit, employ, and supervise staff required to adequately operate the Program. All staff for the Program shall be employed by the NWESD and shall be subject to the policies, rules and regulations of the Board of Directors of the NWESD. The NWESD reserves the right to delay or, if necessary, deny placement of any student where staffing capacity at the time of referral is estimated to be insufficient to adequately operate the Program upon student enrollment. C. Contract for staff each year according to the total number of students participating Districts have identified prior to March 1st, as identified in Section IV.A. When the number of students enrolled in the Program exceeds the level that can be reasonably accommodated by existing staff, additional staff may be hired as necessary. D. Contract or subcontract with any person or entity to provide services needed to operate the Program. E. Develop consistent procedures for students entering into and exiting from the Program. F. Coordinate interdistrict and interagency services and agreements required to implement educational plans and programs, including an Individual Education Program (IEP). G. Coordinate with each District for transportation, related services, and emergency services as needed to support attendance on a full-time basis. Related services for students are to be based upon IEP-designated needs. These services will be provided and paid for by each student’s resident District, unless it has been agreed upon by the IEP team that it would be more appropriate to offer these services as part of the Program. Student-specific services (e.g., 1:1 instructional aides, OT, PT, SLP, and other services) that are provided by the Program will be billed as an additional cost (including indirect charges) to the resident District of the student, unless otherwise agreed in writing. H. Coordinate Program and resident District personnel in accomplishing assessments, IEPs (to include resident District participation), and a full continuum of services for students. I. Coordinate shuttle transportation with each District during the school day between identified learning centers.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Parties' Rights and Obligations If during the Term there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article 15.

  • Rights and Obligations of Parties The rights and obligations of each of the parties in any of the property of either or both of them whenever and wherever acquired or located; [PL 1995, c. 694, Pt. B, §2 (NEW); PL 1995, c. 694, Pt. E, §2 (AFF).]

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Rights and Obligations of the Parties SECTION 1

  • Rights and Obligations If a successor to the Agent is appointed under the provisions of Clause 24.10 (SUCCESSOR AGENT), then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 24 and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party hereto.

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