Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.
Limitations on License (a) This license is not assignable or transferable by operation of law or otherwise, except upon the express written consent of the parties, but no assignment shall relieve the parties of their respective obligations as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment. (b) This license authorizes performances by means of “Mechanical Music” only; this license does not authorize live performances. (c) This license is strictly limited to the theater or production venue where each Community Theatre Production is presented, and does not authorize any performances other than those made at the theatre or production venue premises. (d) This license does not authorize the broadcasting, telecasting or transmission by wire, Internet, webcasting, or on-line service, or otherwise of renditions of musical compositions in the ASCAP repertory to persons outside of the theatre premises where each Community Theatre Production shall be presented. (e) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this Agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a “dramatico-musical work” in its entirety; (ii) performance of one or more musical compositions from a “dramatico-musical work” accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action or visual representation; (iv) performance of a concert version of a “dramatico-musical work”; The term “dramatico-musical work” includes, but is not limited to, a musical comedy, opera, play with music, revue or ballet. (f) ASCAP reserves the right at any time to withdraw from its repertory and from operation of this license, any musical work as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in ASCAP’s repertory, or on a claim that ASCAP does not have the right to license the performing rights in such composition. (g) This license does not authorize any performance by means of a coin-operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office. (h) This license is limited to the United States, its territories and possessions, and Puerto Rico.
Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.
Limitations on Warranties 14.1 Notwithstanding anything else in this Agreement, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of the Authorized Users to properly use the Licensed Materials. 14.2 The Distributor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any of the Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 14.3 Except for the express warranties stated elsewhere in this Agreement, the Distributor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability, or fitness for a particular purpose.
Limitations on Services (a) Each Service furnished pursuant to this Agreement shall be in all material respects equivalent to and limited to the same type, quality, quantity and timeliness of such service that the Provider provides to its own organization and personnel, and to those of the other members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available any incremental Services to the extent that doing so would unreasonably interfere with the performance of any employee of such party in connection with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party acknowledges and agrees that duly authorized agents of the other shall have the right to enter their premises to the extent reasonably necessary or convenient to provide the Services. (b) If a Provider ceases to provide any of the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety (90) days advance notice of such date of any Service discontinuance. (c) Neither party shall be required to provide any Service to the extent the performance of such Service becomes "impracticable" as a result of a cause or causes outside the reasonable control of such party, including unfeasible technological requirements, or to the extent the performance of such Services would require such party to violate any applicable laws, rules or regulations or would result in the breach of any license, lease or other applicable contract.
Limitations on Debt Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness of any Loan Party to Bank under this Agreement and/or the other Loan Documents; (b) any Debt existing on the Effective Date and set forth in Schedule 8.1 attached hereto; (c) Debt created, incurred or assumed after the date hereof if the Fixed Charge Coverage Ratio (as defined in the Current Indenture) for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt has been incurred at the beginning of such four-quarter period; (d) any Debt of Borrower or any Subsidiary incurred to finance the acquisition of fixed or capital assets, whether pursuant to a loan or a Capitalized Lease, provided that both at the time of and immediately after giving effect to the incurrence thereof (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate amount of all such Debt at any one time outstanding (including, without limitation, any Debt of the type described in this clause (d) which is set forth on Schedule 8.1 hereof) shall not exceed $20,000,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $20,000,000; (f) Debt under any Hedging Transactions, provided that such transaction is entered into for risk management purposes and not for speculative purposes; (g) Debt owing to a Person that is a Loan Party, to the extent permitted under Section 8.7 hereof; (h) Parity Lien Debt, as such term is defined in the Current Indenture; (i) the guaranty by the Borrower or any Guarantor of Debt of Borrower or any Guarantor to the extent that the guaranteed Debt was permitted to be incurred by this Section 8.1; provided, however, that if the Debt being guaranteed is subordinated to or pari passu with the Indebtedness, then such guaranty must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (j) Debt of Borrower or a Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of Borrower; and (k) the incurrence by Borrower or any Subsidiary of any Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, replace and defease or discharge any Debt permitted by this Section 8.1.
Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
Limitations on Liability The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Limitations on Investments The Company will not, and will not permit any of its Subsidiaries to, make any Investment other than (i) a Permitted Investment or (ii) an Investment that is made as a Restricted Payment in compliance with Section 4.7 hereof.
Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.
