Limitations on Restrictions. The obligations set forth in Section 11.5(b) hereof shall not apply, or shall terminate, with respect to any portion of the Company’s Confidential Information which: (i) is already in the public domain at such time the Company communicates the Confidential Information to a Member, or becomes available to the public through no breach if this Agreement prior to communication by Member; (ii) is received independently from a non-affiliated third party who is free to disclose such information to Member; (iii) is disclosed by a Member to a third party with the express prior written permission of the Company; and/or (iv) is disclosed by a Member in order to satisfy any legal requirement of any competent government body; provided, however, when practical such Member shall advise the Company prior to making any disclosure, or if not practical, such Member shall advise the Company immediately following such disclosure.
Limitations on Restrictions. The Guarantor will not and will not permit any of its Subsidiaries to enter into any agreement or arrangement that would prohibit, prevent or otherwise limit or impede the Guarantor or such Subsidiary from encumbering any of its respective assets for the benefit of the Lenders (other than any such assets subject to a Lien permitted by Section 9.06(i) or (j)).
Limitations on Restrictions. Notwithstanding anything in this Agreement to the contrary, for so long as the Indentures remain in effect, none of the provisions of this Agreement shall be deemed to prohibit the U.S. Borrower or any Restricted Subsidiary from paying dividends to, making loans to or transferring assets to the Canadian Borrower or any Restricted Subsidiary (as defined in the relevant Indenture) or taking any other action specifically referenced in Section 4.05 of either such Indenture for so long as it shall remain in effect, to the extent (but only to the extent) that any such prohibition is not permitted under the terms of such Indenture.
Limitations on Restrictions. The restrictions set forth in this Paragraph 12 (and its subparts) do not prohibit general advertising for employees such as “help wanted” ads that are not targeted at Intermex LLC’s, Interwire’s or Intermex Holdings’s employees as such. This Agreement is not intended to prohibit: (i) employment with a non-competitive, independently-operated subsidiary, division, or unit of a family of companies that include a Competing Business, so long as the employing independently-operated subsidiary, division, or business unit is truly independent and Xxxxxx’x services to it do not otherwise violate this Agreement; or, (ii) a passive and non-controlling ownership of less than 2% of the stock in a publicly traded company.
Limitations on Restrictions. From and after the Second Amendment Effective Date, Section 6.17 of the Credit Agreement shall be amended by:
Limitations on Restrictions. Notwithstanding the provisions of Section 7.3 and 7.4 of this Agreement, ZAIQ may sell or otherwise assign, with or without consideration, Securities to any company controlling, controlled by or under common control with ZAIQ (an "Affiliate"), provided that such Affiliate, prior to the completion of the sale, transfer, or assignment shall have executed documents assuming the obligations of ZAIQ under this Agreement with respect to the transferred Securities.
Limitations on Restrictions. This Agreement does not prohibit general advertising for employees such as “help wanted” advertisements that are not targeted at or directed to the Company’s employees as such. This Agreement is not intended to prohibit: (i) employment with a non-competitive independently operated subsidiary, division, or unit of a family of companies that include a Competing Business, so long as the employing independently operated business unit is not a Competing Business and truly independent; or, (ii) a passive and non-controlling ownership of less than 2% of the stock in a publicly traded company.
Limitations on Restrictions. Notwithstanding the foregoing, the restrictions set forth in Section 3.4(a) and (b) above shall not apply to (i) a transfer or Sale of any Securities by Medarex pursuant to the terms and conditions of the Registration Rights Agreement; (ii) a transfer or Sale of any Securities by Medarex approved by a majority of Celldex's Independent Directors; and (iii) a transfer or Sale of any Securities by Medarex to a Medarex Affiliate, provided that any such Medarex Affiliate agrees in writing to be subject to the terms and conditions of this Agreement, and provided, further, that should any such Medarex Affiliate, at any time, cease to be a Medarex Affiliate, Medarex shall be obligated to require such Medarex Affiliate to transfer the Securities back to Medarex. Anything herein to the contrary notwithstanding, Medarex shall give, and shall cause any Medarex Affiliate to give, Celldex at least five (5) Business Days prior notice of any transfer or Sale under this Section 3.4(c).
Limitations on Restrictions on Distributions from ------------------------------------------------- Restricted Subsidiaries. ----------------------- The Company will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual Payment Restriction with respect to any of its Restricted Subsidiaries, except for any such Payment Restriction existing under or by reason of (a) applicable law, (b) customary non-assignment or net worth provisions in leases or other contracts entered into in the ordinary course of business and consistent with past practices, (c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired, (d) customary restrictions imposed on the transfer of copyrighted or patented materials, (e) the entering into of a contract for the sale or other disposition of assets, directly or indirectly, so long as such restrictions do not extend to assets that are not subject to such sale or other disposition, (f) the terms of any agreement evidencing any Indebtedness of Restricted Subsidiaries that was permitted by the Indenture to be incurred that only restricts the transfer of the assets purchased with the proceeds of such Indebtedness, (g) the terms of the Credit Agreement in effect on the Issue Date or any similar Payment Restriction under the Credit Agreement or any similar bank credit facility, provided that such similar Payment Restriction, taken as a whole, is not materially more restrictive than the Payment Restriction in effect on the Issue Date under the Credit Agreement, (h) the terms of any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to the Indenture, provided that such Payment Restriction only applies to assets that were subject to such restriction and encumbrances prior to the acquisition of such assets by the Company or its Restricted Subsidiaries, (i) contracts of a Restricted Subsidiary in effect prior to such Person becoming a Restricted Subsidiary and not entered into in contemplation thereof, so long as such restriction applies only to such Restricted Subsidiary or its assets, (j) restrictions on transfer of property or assets pursuant to any Lien permitted under the Indenture, (k) the terms of any agreement in effect on the Issue Date as such Payment Restriction is in effect on the Issue Date or as thereafter amended; provided that such Payment Restriction is...
Limitations on Restrictions. Confidential Information will not include information which:
(1) was already lawfully in the possession of the Recipient through independent means at the time of disclosure thereof;
(2) is or later becomes part of the public domain through no fault of the Recipient;
(3) is lawfully received from a third party having no obligations of confidentiality to the Deliverer;
(4) is independently developed by the Recipient or its agents or employees who did not receive or have access to the Confidential Information;
(5) is required to be disclosed by order of a governmental agency or by a court of competent jurisdiction; provided, the Recipient contemplating such a disclosure will give reasonable notice thereof to the Deliverer and will render such cooperation (at the Deliverer's expense) as is reasonably requested to limit or mitigate such disclosure of the Deliverer's Confidential Information; or
(6) is required to be disclosed to a regulatory authority for the purpose of obtaining necessary approvals, consents or licenses for the GSM 1900 Product; provided that in each of the foregoing exceptions the burden of proof that any information does not constitute Confidential Information shall be on the Recipient.
