Limitations on Grant of Rights Sample Clauses

Limitations on Grant of Rights. (a) The Sponsor acknowledges and agrees that, unless expressly stated otherwise in this Contract, nothing shall operate to constrain or restrict TfL or TTL's discretion as a public transport provider or the ability of either of them to make operational decisions in respect of the London Transport Payment Systems. (b) The terms and conditions of this Contract and all licences and rights granted under or in connection with this Contract shall be subject to the requirements of any Applicable Laws. In the event that TTL cannot deliver any Sponsorship Rights as a result of any Applicable Laws, or due to TTL’s operational decisions in respect of the London Transport Payment System, TTL shall, within thirty (30) days of its failure to deliver the original Sponsorship Rights, propose suitable alternative rights for the Sponsorship Rights which it is unable to deliver (the “Alternative Rights”) and the parties: (i) shall use reasonable endeavours to agree such Alternative Rights and incorporate them into this Contract as part of the Sponsorship Rights, as a variation in accordance with clause 17.4(c); and (ii) agree that the Term of this Contract will be increased to account for any period during which the Sponsor was unable to benefit from the Sponsorship Rights. (c) In the event TTL is unable to propose Alternative Rights, TTL must immediately notify the Sponsor that this is the case, and this Contract shall terminate immediately upon TTL’s notice. (d) In the event of termination in accordance with clause 4(c) because of (i) operational decisions in respect of the London Transport Payment System, or (ii) Applicable Laws which prevent TTL from granting the Sponsorship Rights, the Sponsor shall not be required to make any further Sponsor Payments, and if such payments have been made for the full Term, TTL shall repay the Sponsor the pro-rated amount of the Sponsor Payment for the period in which the Sponsorships Rights were not delivered by TTL during the Term.
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Limitations on Grant of Rights. (a) The Sponsor acknowledges and agrees that, unless expressly stated otherwise in this Contract, nothing shall operate to constrain or restrict TfL or TTL's discretion as a public transport provider or the ability of either of them to make operational decisions in respect of the London Cycle Hire Scheme. (b) The terms and conditions of this Contract and all licences and rights granted under or in connection with this Contract shall be subject to the requirements of any Applicable Laws. In the event that TTL cannot deliver any Core Rights as a result of any Applicable Laws, TTL shall propose suitable alternative rights for the Core Rights which it is unable to deliver and the parties shall use reasonable endeavours to agree such alternative rights and incorporate them into this Contract as part of the Core Rights, as a variation in accordance with clause 19.4(c). (c) TTL shall be entitled (in its sole discretion) and at its cost to: (i) remove the Composite Logo, Sponsor Artwork, Cycle Hire Roundel, Sponsor Colour and/or any other branding, reference to the Scheme Name or Sponsor Intellectual Property Rights from; and (ii) apply any other branding (including, subject to clause 5.1(b), third party branding) and/or colour scheme to: a maximum of one hundred (100) Bicycles for a maximum period of three (3) months each year for promotional activities. (d) If TTL intends to exercise its right under clause (c), it shall provide reasonable advance notice to the Sponsor of the relevant proposals and shall discuss such proposals with the Sponsor if the Sponsor so requests.
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Limitations on Grant of Rights. A. The rights granted to Spoken Giants under Section 3 of this Agreement do not include: (i) The right to record and distribute for sale to the public, or to authorize others to record and distribute recordings of your Works, in any medium. (ii) Notwithstanding the provisions of Section 3 of this Agreement, You retain the right to issue non-exclusive licenses directly to any third person (other than to another spoken word rights administration organization) for the public performance, in the United States, its territories and possessions, of any Work subject to this Agreement, provided that any such direct license is memorialized in a writing, a copy of which is provided to Spoken Giants within ten (10) days of its issuance, and which identifies the Work(s) so licensed, the licensee, the time and the place of the performance(s), and any fee(s) paid therefor. You hereby acknowledge and agree that Spoken Giants will not pay royalties to You with respect to any public performance directly licensed by You.
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Limitations on Grant of Rights. (a) The Sponsor acknowledges and agrees that, unless expressly stated otherwise in this Contract, nothing shall operate to constrain or restrict TfL or DLR's discretion as a public transport provider or the ability of either of them to make operational decisions in respect of the London Cable Car or otherwise to perform their statutory duties. (b) The terms and conditions of this Contract and all licences and rights granted under or in connection with this Contract shall be subject to the requirements of any Applicable Laws. In the event that DLR cannot deliver any Core Rights as a result of any Applicable Laws then save to the extent that the remedy set out in clause 19.1(b) applies, DLR shall propose suitable alternative rights for the Core Rights which it is unable to deliver and the parties shall use reasonable endeavours to agree such alternative rights and incorporate them into this Contract as part of the Core Rights, as a variation in accordance with clause 19.4(c).
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Limitations on Grant of Rights a. The rights granted to Spoken Giants under Section 3 of this Agreement do not include: i. The right to record and distribute for sale to the public, or to authorize others to record and distribute recordings of your Works, in any medium. ii. The right to collect royalties due You as an Artist which stem from your rights in the recordings of your Works, in any medium. iii. Notwithstanding the provisions of Section 3 of this Agreement, You retain the right to issue non-exclusive licenses of your rights of authorship directly to any third person (other than to another spoken word rights of administration organization) for the public performance, in the United States, its territories and possessions, of any Work subject to this Agreement, provided that any such direct license is memorialized in a writing, a copy of which is provided to Spoken Giants within ten (10) days of its issuance, and which identifies the Work(s) so licensed, the licensee, the time and the place of the performance(s), and any fee(s) paid therefor. An inadvertent failure by You to notify Spoken Giants of Your issuance directly of a public performance license shall not however be a breach hereof.
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Limitations on Grant of Rights. 3.1 The Licenses issued hereunder are strictly limited to the use of EMI Compositions or the Lyrics of EMI Compositions, as the case may be, in the manner expressly set forth in the Agreement. Any and all other rights held by EMI that are not specifically covered hereunder are reserved by EMI (and all other rights held by third parties are expressly excluded from the Licenses), including, without limitation: (a) any right of public performance; (b) any copyrights or other rights in sound recordings, including any sound recordings embodied in any Digital File; (c) any digital video rights, including the right to offer, sell, reproduce, display, transmit, distribute or otherwise exploit any EMI Compositions in Limited Video Downloads or On-Demand Video Streams (it being understood that Licensee will be obtaining from EMI-Authorized Record Labels, acting as EMI’s agents, licenses to reproduce and distribute Relevant A/V Master Recordings embodied in Digital Files as Limited Video Downloads and/or On-Demand Video Streams, and it being further understood that, with respect to the exploitation by Licensee of any Limited Video Downloads and/or On-Demand Video Streams that embody Relevant A/V Master Recordings as to which Licensee cannot obtain a license from an EMI-Authorized Record Label acting as EMI’s agent to issue licenses pursuant to a New Digital Media Agreement, Licensee and EMI will negotiate in good faith the terms of a license to exploit EMI Compositions in Limited Video Downloads and/or On-Demand Video Streams embodying such Relevant A/V Master Recordings); (d) any print, display or karaoke rights (other than the limited rights specifically granted herein in connection with the Lyric Search Service); (e) any right to use, exploit, or permit the use of exploitation of any EMI Composition or the Lyrics of any EMI Composition in a video game; (f) any right to use, exploit, or permit the use of. exploitation of any EMI Composition or the Lyrics of any EMI Composition as a ringtone, ringback tone, or other so-called “telecommunication personalization product”; (g) any adaptation (derivative work) rights or right to alter the fundamental character of an EMI Composition or the Lyrics of an EMI Composition, to excerpt or use only a portion of any EMI Composition (other then solely the Lyrics of EMI Compositions, to the extent permitted herein) or a portion of the Lyrics of any EMI Composition, or to create any derivative work based in whole or in part on an E...
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Limitations on Grant of Rights. Any and all other rights held by PUBLISHER that are not specifically covered hereunder are expressly reserved by PUBLISHER (and all other rights held by third parties are expressly excluded from the licenses granted hereunder), including, without limitation: (a) any rights in or to any Master Recordings; (b) any video rights, including the right to offer, sell, reproduce, display, transmit, distribute or otherwise exploit any PUBLISHER Compositions in any digital videos (including, without limitation, in any so-called “user-generated videos”) or related products or services; (c) any karaoke, musical notation and/or tablature rights; (d) any right to use, exploit, or permit the use or exploitation of any PUBLISHER Composition or the lyrics of any PUBLISHER Composition as a ringtone, ringback tone, video tone or other so-called “telecommunication personalization product”; (e) any adaptation (derivative work) rights or right to alter the fundamental character of a PUBLISHER Composition or the lyrics of a PUBLISHER Composition, to excerpt or use only a portion of any PUBLISHER Composition or a portion of the lyrics of any PUBLISHER Composition, or to create any derivative work based in whole or in part on a PUBLISHER Composition or the lyrics of a PUBLISHER Composition; (f) any merchandising rights; (g) any use of a PUBLISHER Composition or the lyrics of a PUBLISHER Composition for a marketing campaign, product tie-in, sweepstakes or contest, or otherwise to advertise, promote or cross- promote any product or Pandora Service; (h) any right to permit downloads of PUBLISHER Compositions on a permanent basis; (i) any use of the title of a PUBLISHER Composition, or the name or likeness of any writer or publisher of a PUBLISHER Composition, except solely as necessary to identify the PUBLISHER Composition to users as part of (and not to promote) the Pandora Services, or as otherwise required hereunder.
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Limitations on Grant of Rights. ‌ (a) The Sponsor acknowledges and agrees that, unless expressly stated otherwise in this Contract, nothing shall operate to constrain or restrict TfL or DLR's discretion as a public transport provider or the ability of either of them to make operational decisions in respect of the London Cable Car or otherwise to perform their statutory duties.‌ (b) The terms and conditions of this Contract and all licences and rights granted under or in connection with this Contract shall be subject to the requirements of any Applicable Laws. In the event that DLR cannot deliver any Core Rights as a result of any Applicable Laws then save to the extent that the remedy set out in clause 19.1(b) applies, DLR shall propose suitable alternative rights for the Core Rights which it is unable to deliver and the parties shall use reasonable endeavours to agree such alternative rights and incorporate them into this Contract as part of the Core Rights, as a variation in accordance with clause 19.4(c).‌ 5 EXCLUSIVITY‌‌ 5.1 Subject to clause 5.2, DLR shall not and shall procure that the TfL Group shall not: (a) grant the right to name the London Cable Car to any third party; or (b) grant any sponsorship rights in respect of the London Cable Car to any Sponsor Direct Competitor. 5.2 In any case where there is reasonable doubt as to whether a particular entity or brand should (or should not) be deemed to be a Sponsor Direct Competitor in accordance with the provisions of this Contract, DLR and the Sponsor shall each use their reasonable endeavours to work together in good faith to agree whether such entity or brand is or is not a Sponsor Direct Competitor.‌ 5.3 The parties acknowledge that if the previous sponsor of the London Cable Car, in place immediately prior to the Effective Date, is a Sponsor Direct Competitor then it shall not be breach of clause 5.1 (or any other provision of this Contract) if and to the extent that aspects of the Sponsorship Rights or the London Cable Car continue to display the previous sponsor's name or branding, or a version of the Roundel which is not the London Cable Car Roundel and is not in the Sponsor Colour, prior to the completion of the Transition Period. However, DLR shall not grant any new sponsorship rights in respect of the London Cable Car to such previous sponsor during the Term. 5.4 Nothing in this Contract shall prevent DLR from granting short-term promotional or experiential rights to third parties in relation to the London Cable Car, sav...
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Related to Limitations on Grant of Rights

  • Limitation of Rights The Option does not confer to the Optionee or the Optionee's personal representative any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the Option. Nothing in this Option Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Optionee's employment at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Grant of Rights The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement.

  • Certain Limitations on Registration Rights In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

  • Limitations on Warranties 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, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any 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. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor 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. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

  • 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 Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

  • Limitation of Rights of Holders Except as set forth in Section 9.2, the death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal representatives or heirs of such Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

  • Limitations on Termination Except as provided in Section 9.1, neither the Seller nor the Certificateholders shall be entitled to revoke or terminate the Issuer.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

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