Limitations/Conditions Sample Clauses

Limitations/Conditions. Except as may be specifically granted hereunder by license to Company in this Section 2 or to the extent prohibited by or inconsistent with any Different Terms licensing Open Source Software to Company, Company agrees that it is not licensed hereunder to and as a condition hereunder, will not (or otherwise allow third parties to): (a) modify, adapt, alter, translate, or create derivative works (as defined under Applicable Laws) from any part of any Software (or its Documentation) or authorize others to undertake any of the foregoing prohibited acts; (b) merge or embed any Software with or in other software, sub-routines, or other binary code segments; (c) reverse engineer, reverse compile, decompile, or disassemble any Product or object code thereof, or otherwise attempt to decrypt, decode or discover the source code or underlying ideas or algorithms of any Software or part thereof, including but not limited to sub-routines, functions, libraries or other binary code segments of Software except and only to the minimum extent required to be permitted with respect to interoperability under mandatory Applicable Law without the possibility of waiver; (d) distribute, license, sublicense, lease, sell, rent, loan, mortgage, encumber, auction, or otherwise transfer or provide a copy of any Software (or components thereof including any license or access key or authorization) to any third party; (e) publish, provide, or otherwise make available to any third party, any competitive, performance, or benchmark tests or analysis relating to the Software without the written permission of Trend Micro which may be withheld or conditioned at the sole discretion of Trend Micro; (f) deploy or use Software or Appliance in any manner other than as expressly permitted in its Documentation; (g) permit any third party to use or benefit from the use or functionality of any Product (alone or in combination with any other product or service) via, for instance, third party outsourcing facility or service, service bureau arrangement, time sharing basis, or as part of any other hosted or platform service that permits either access to or use of any Products, whether on a specific fee basis or otherwise; or (h) attempt to do any of the foregoing. Company understands and agrees that all Software and Appliances are subject to End-of-Maintenance/Support policies forming a part Trend Micro’s policies referenced in Sections 4 and 5 below.
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Limitations/Conditions. Contractor will be permitted to plant crops and farm the Leased Property, subject to the following limitations and conditions: (i) The Contractor may plant crops and farm up to and no closer than twenty-five (25 ft.) feet from the established grass area adjacent to any playfields that may be constructed or areas reserved for the public as to maintain not less than a twenty-five (25 ft.) foot buffer between the grass area and the area being farmed. The Contractor shall be required to mow the grass within the buffer area. (ii) The Contractor may plant crops and farm up to and no closer than seventy-five (75 ft.) feet from any stream or wetland so that there is an undisturbed, un-mowed fifty (50 ft.) foot buffer that shall be maintained in vegetative growth as directed and approved by the Municipal Engineer and a twenty-five (25 ft.) foot mowed buffer for periphery access between the stream and the area being farmed. All distances between a stream or wetlands shall be subject to the minimum buffers required by the New Jersey DEP. (iii) Any forest on the Leased Property shall be managed in accordance with the New Jersey Forestry and Wetlands Best Practice Manual. (iv) The agriculture use of the Leased Property shall not adversely impact any documented occurrence of a threatened, endangered, or rare species, or the habitat of such species. (v) The Contractor shall ensure that the use of the Leased Property will have no adverse impact on the natural resources value of the Leased Property or effect the natural resource value of the overall Leased Property. In the event of a violation of this section, the Contractor shall have the obligation to prepare and submit to the Township and to the State of New Jersey a compensatory mitigation plan. (vi) Contractor shall ensure that the farming of the Leased Property will not inhibit or restrict reasonable public access to the Property.
Sample 1
Limitations/Conditions. In addition to the conditions set forth in Section 2 of this Agreement, the Common Stockholders’ obligations under this Agreement are subject to these limitations and conditions: (a) This Agreement shall apply only as long as the Company maintains REIT status, without regard to the declaration of a Note Dividend hereunder. If the Company’s status as a REIT is voluntarily or involuntarily terminated at any time other than due to a dissolution of the Company or transfer of substantially all of the Company’s Assets or in connection with the Company’s obligation to pay out as dividends a percentage of its taxable income under IRC 857(a), this Agreement shall terminate at the time of such termination of REIT status and all obligations hereunder shall cease. If the Company’s REIT status is retroactively terminated by the IRS after a declaration of a Note Dividend hereunder, the Common Stockholders may freely seek to revoke, rescind or otherwise undo such prior declaration of a Note Dividend, without any liability to the Company under this Agreement, and the Company shall reasonably assist the Common Stockholders, if and as requested by the Common Stockholders, with respect to any relief sought. Notwithstanding the above, the Common Stockholders agree to take all steps reasonably necessary or otherwise prudent to preserve the REIT status of the Company and not to take any act or acts which would place the Company’s REIT status at risk absent the prior written approval of the Independent Directors. This obligation will survive any termination of this Agreement, unless otherwise specified in writing by the Independent Directors. (b) This Agreement shall not be construed to prevent the Board of Directors from declaring a Note Dividend in an amount larger than the Zero-Out Amount with respect to a Triggering Event or in any way to affect the rights of the Board of Directors with respect to the Declaration of Dividends. (c) Except as expressly provided, this Agreement shall not be construed to restrict or obligate the Common Stockholders or the Company in any way with respect to the Common Stockholders’ the Company’s entry or non-entry into any particular transaction or the form of any particular transaction, including, without limitation, any requirement to enter into a Taxable Disposition. (d) This Agreement shall be binding upon any buyer, assignee or transferee of all or any portion of the Common Stock, in accordance with its terms. Each Common Stockholder agrees ...
Sample 1
Limitations/Conditions. Alterations" means any alterations, additions, renovations or improvements in, on or to the Premises or any part thereof, and "Material Alterations" means any Alterations which would (i) alter the footprint of any buildings or other enclosed structures constituting a portion of the Improvements, (ii) adversely affect the foundation, roof, any load-bearing walls or other material structural elements of any buildings or other enclosed structures constituting a portion of the Improvements, (iii) alter in any material way the configuration or location of elevators, core area bathrooms, electrical or plumbing closets, lobbies, entrances, garages, loading docks, driveways, retention and decorative ponds, parking lots, plazas, retaining walls or outside site lighting fixtures, (iv) reduce or eliminate any buildings or other enclosed structures constituting a portion of the Improvements or (v) materially adversely affect any major mechanical systems. Without limiting any of Tenant's rights elsewhere set forth herein, Tenant shall have the right to reconstruct and redecorate (in their existing locations) all or any of the bathrooms and/or lobbies in the Premises. Except as otherwise hereafter provided with respect to Material Alterations, Landlord's consent shall not be required for the making of such Alterations as Tenant may deem appropriate during the Term (including without limitation Tenant's signage on or about the Buildings on the Land). Tenant shall not make or suffer to be made any Material Alterations without in each case the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed by Landlord. Before commencing work on any Material Alterations, Tenant shall submit to Landlord copies of final plans and specifications for the work, any engineer's or consultant's reports prepared in connection therewith, a proposed schedule for performance of the work, a list identifying the architect, general contractor or construction manager and major subcontractors engaged to perform the work, and such other information as Landlord may reasonably require (all the foregoing, collectively, the "Alteration Plans"). Landlord shall have thirty (30) days following submission of the Alteration Plans to notify Tenant (the "Landlord Disapproval Notice") if Landlord does not approve the Alteration Plans (and indicating its reasons for disapproval). If Landlord fails to timely provide the Landlord Disapproval Notice, it shall be deemed to have ...
Sample 1

Related to Limitations/Conditions

  • EXPRESS CONDITIONS A. The Employee will not receive compensation until they begin contracted service for the Board. B. Regardless of any board policy or term of this contract, the Board may, with two (2) weeks’ notice, lay-off or furlough the Employee with or without benefits and/or salary should the Board determine, in its sole discretion that exigent economic circumstances exist or that such a lay- off or furlough is in the best interests of the College. The Employee may be laid-off or furloughed to part-time status. If the Employee is laid off or furloughed to part-time status, the Employee will be paid salary pro rata, based on the Employee’s full-time salary. For Employees laid-off or furloughed to part-time status, the Board will determine whether benefits will be granted on a pro rata basis or continued in full for the duration of the lay-off or furlough. C. The Employee’s employment may be terminated with cause, or whenever in the discretion and judgment of the President or designee, if the Employee has failed to meet the performance expectations or productivity goals set by the College, including, but not limited to, income generating goals.

  • Claims Conditions a. In the event You incur a loss You must notify Us by providing the following: i. A completed claim form with Us, as soon as practicable. ii. Invoices from Your treating Veterinarian listing the services performed, products provided and the itemized charges for Treatment, including packages and/or discounts. iii. A payment receipt when submitting a handwritten invoice. If payment receipt is not provided the invoice will be verified with Your Veterinarian prior to claim processing. b. We reserve the right to ask for information from any Veterinarian that has ever seen Your Pet(s) in order to assess its health. c. We, at Our expense, have the right to have any covered Pet(s) examined by a Veterinarian of Our choice as often as reasonably necessary while a claim is pending. d. If You disagree with the decision made by Us, You have the right to an appeal. Any claim submitted for reconsideration must be submitted within sixty days (60), or as soon as reasonably practicable, of the decision and must be in writing on a Claims Redetermination Request Form. If the appeal is regarding a disagreement over medical facts, rather than Policy coverage or terms, We may, at Our own discretion, consult with an impartial Veterinarian selected by Us, who is independent and not controlled by Us, to conduct a review. Any such redetermination by the impartial Veterinarian will be binding on Us. e. If We pay a claim contrary to this Policy’s terms and conditions, that payment does not waive Our rights to apply those terms and conditions to any paid or any future claim. We also have the right to stop payment or recover from You any claim amount paid incorrectly. f. If You or anyone acting on Your behalf submits a fraudulent claim, all pending and future benefits under the Policy will be lost with respect to the Policy. g. No action can be taken against Us unless You have complied with all of the terms and conditions of this Policy, and ninety-one

  • Terms & Conditions The Contractor agrees to comply with the Terms and Conditions.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • General Conditions Costs Contractor is entitled to receive payment for the actual cost of the allowable General Conditions items incurred after receipt of a Notice to Proceed with Construction from Owner through Substantial Completion of the Project, plus 30 calendar days. Contractor is not entitled to reimbursement for General Conditions Costs incurred before receipt of the Notice to Proceed. General Conditions Costs incurred after Substantial Completion, plus 30 calendar days, must be approved in advance by Owner. Allowable General Conditions items are identified below and in Exhibit “D” attached to this Agreement. These items shall be included in the General Conditions Cost amount shown as a line item in the Guaranteed Maximum Price Proposal and as detailed on the Schedule of Values. Items not specifically included below or in Exhibit “D” will not be allowed as General Condition Costs.

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

  • Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

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