Limitations on Seller’s Use of Information Sample Clauses

Limitations on Seller’s Use of Information. Seller agrees to limit the availability and disclosure of information with respect to tagging, scheduling, offering, bidding, dispatch, settlements, Generation Forecasts, Outages, Unit Contingencies and other limitations and operational information relating to the Facility or this Agreement exclusively to the tagging, scheduling, operations and asset management personnel designated by Seller to Buyer in writing from time to time who are primarily responsible for the day-to-day operation and/or management of the Facility. Seller and such personnel (including any designated Market Participant) may use all such information only for the limited purpose of operating, tagging, scheduling and offering the Facility as contemplated hereunder and performing their respective directly related duties under this Agreement. Without limiting the generality of the foregoing, Seller and such personnel are expressly forbidden from using, directly or indirectly, any such information, or knowledge thereof, (a) in connection with any activity in which Buyer, on the one hand, and Seller (or, if it does not employ its personnel, the employer(s) of such personnel) and/or its (or their) Affiliates, on the other hand, compete or where the knowledge or possession of such information would provide, or would reasonably be expected to provide, Seller (or such employer(s)) and/or its (or their) Affiliates with a competitive advantage or (b) in contravention, violation, or breach of any applicable Law, code of conduct, or binding agreement, including the Confidentiality Agreement. Seller shall be responsible for any unauthorized disclosure or use by personnel designated by Seller or performing work for or on behalf of Seller or any of its Affiliates of any of the information protected under this Section 8.3.
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Limitations on Seller’s Use of Information. Seller agrees to limit the availability and disclosure of information with respect to tagging, scheduling, offering, bidding, dispatch, settlements, Generation Forecasts, Outages, Unit Contingencies and other limitations and operational information relating to the Facility or this Agreement exclusively to the tagging, scheduling, operations and asset management personnel designated by Seller to Buyer in writing from time to time who are primarily responsible for the day-to-day operation and/or management of the Facility. Seller and such personnel (including any designated Market Participant) may use all such information only for the limited purpose of operating, tagging, scheduling and offering the Facility as contemplated hereunder and performing their respective directly related duties under this Agreement. Without limiting the generality of the foregoing, Seller and such personnel are expressly forbidden from using, directly or indirectly, any such information, or knowledge thereof, (a) in connection with any activity in which Buyer, on the one hand, and Seller (or, if it 167 NTD: Insert if the Facility is directly interconnected to MISO. 168 NTD: Insert if the Facility is external to MISO. does not employ its personnel, the employer(s) of such personnel) and/or its (or their) Affiliates, on the other hand, compete or where the knowledge or possession of such information would provide, or would reasonably be expected to provide, Seller (or such employer(s)) and/or its (or their) Affiliates with a competitive advantage or (b) in contravention, violation, or breach of any applicable Law, code of conduct, or binding agreement, including the Confidentiality Agreement. Seller shall be responsible for any unauthorized disclosure or use by personnel designated by Seller or performing work for or on behalf of Seller or any of its Affiliates of any of the information protected under this Section 8.3.
Sample 1
Limitations on Seller’s Use of Information. Seller agrees to limit the availability and disclosure of information with respect to tagging, scheduling, offering, bidding, dispatch, settlements, Generation Forecasts, Outages, Unit Contingencies and other limitations and operational information relating to the Facility or this Agreement exclusively to the tagging, scheduling, operations and asset management personnel designated by Seller to Buyer in writing from time to time who are primarily responsible for the day-to-day operation and/or management of the Facility. Seller and such personnel (including any designated Market Participant) may use all such information only for the limited purpose of operating, tagging, scheduling and offering the Facility as contemplated hereunder and performing their respective directly related duties under this Agreement. Without limiting the generality of the foregoing, Seller and such personnel are expressly forbidden from using, directly or indirectly, any such information, or knowledge thereof, (a) in connection with any activity in which Buyer, on the one hand, and Seller (or, if it 78 NTD: Insert if the Facility is directly interconnected to MISO.
Sample 1
Limitations on Seller’s Use of Information. Seller agrees to limit the disclosure of information with respect to tagging, scheduling, offering, bidding, dispatch, settlements, Generation Forecasts, Outages, Unit Contingencies and other limitations and operational information relating to the Facility or this Agreement exclusively to the personnel designated (including any designated Market Participant) by Seller to Buyer in writing from time to time who are primarily responsible for the day-to-day operation and/or management of the Facility. Seller and such personnel may use all such information only for the limited purpose of operating, tagging, scheduling and offering the Facility as contemplated hereunder and performing their respective directly related duties under this Agreement, and in no event shall use any such information, or knowledge thereof, (a) in connection with any activity in which Buyer, on the one hand, and Seller (or, if it does not employ its personnel, the employer(s) of such personnel) and/or its (or their) Affiliates, on the other hand, compete or where the knowledge of such information would provide, or would reasonably be expected to provide, Seller (or such employer(s)) and/or its (or their) Affiliates with a competitive advantage or (b) in violation of any applicable Law, code of conduct, or binding agreement, including the Confidentiality Agreement. Seller shall be responsible for any unauthorized disclosure or use by personnel designated by or performing work for Seller or any of its Affiliates of any of the information protected under this Section 8.3.
Sample 1

Related to Limitations on Seller’s Use of Information

  • Limitations on Use of Information The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

  • Limitation on Use of Information The Fund agrees neither to use the information received from the Intermediary for any purpose other than to comply with SEC Rule 22c-2 and other applicable laws, rules and regulations, nor to share the information with anyone other than its employees who legitimately need access to it. Neither the Fund nor any of its affiliates or subsidiaries may use any information provided pursuant to this Agreement for marketing or solicitation purposes. The Fund will take such steps as are reasonably necessary to ensure compliance with this obligation. The Fund shall indemnify and hold the Intermediaries, individually and collectively, (and any of their respective directors, officers, employees, or agents) harmless from any damages, loss, cost, or liability (including reasonable legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use of or disclosure by the Fund of the information received from the Intermediaries pursuant to this Agreement. In addition, because an award of money damages (whether pursuant to the foregoing sentence or otherwise) may be inadequate for any breach of this provision and any such breach may cause the Intermediaries irreparable harm, the Fund also agrees that, in the event of any breach or threatened breach of this provision, the Intermediaries will also be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this provision but will be in addition to all other remedies available at law or in equity to the Intermediaries. In the event that the Fund is required by legal process, law, or regulation to disclose any information received from the Intermediaries pursuant to this Agreement, the Fund shall provide Intermediaries with prompt written notice of such requirement as far in advance of the proposed disclosure as possible so that the Intermediaries (at their expense) may either seek a protective order or other appropriate remedy which is necessary to protect their interests or waive compliance with this provision to the extent necessary.

  • Limitations on Disclosure The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • 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.

  • Use of Information of Prior Employers During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by Persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

  • Limitations on Re-Disclosure The Provider shall not re-disclose Student Data to any other party or affiliate without the express written permission of the LEA or pursuant to court order, unless such disclosure is otherwise permitted under SOPPA, ISSRA, FERPA, and MHDDCA. Provider will not sell or rent Student Data. In the event another party, including law enforcement or a government entity, contacts the Provider with a request or subpoena for Student Data in the possession of the Provider, the Provider shall redirect the other party to seek the data directly from the LEA. In the event the Provider is compelled to produce Student Data to another party in compliance with a court order, Provider shall notify the LEA at least five (5) school days in advance of the court ordered disclosure and, upon request, provide the LEA with a copy of the court order requiring such disclosure.

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • 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.

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

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