Restricted Gifts During the period between the date of this Disaffiliation Agreement and Closing, the Parties shall work together to identify any restrictions or change of control provisions in gifts, grants, endowments, restricted accounts and similar funds available or pledged to the Local Church. The Parties shall cooperate to determine any actions that may be necessary, including without limitation any consent or acknowledgment from the grantor of such funds, in order that such funds, resources or pledges will not be adversely affected by the disaffiliation of the Local Church. The Local Church, after disaffiliation, shall treat such funds and any future bequests or other gifts received in the pre-disaffiliation name of the Local Church, consistent with requirements of law and such donor’s direction in the written gift instrument, as restricted for the church related operations and activities as conducted by the Local Church.
Restricted Distributions Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership, shall make a distribution to any Holder if such distribution would violate the Act or other applicable law.
Permitted License Uses and Restrictions A. Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the tvOS Software on a single Apple-branded Apple TV. You agree not to install, use or run the tvOS Software on any non-Apple-branded device, or to enable others to do so. Except as permitted in Section 2B below, and unless as provided in a separate agreement between you and Apple, this License does not allow the tvOS Software to exist on more than one Apple-branded Apple TV at a time, and you may not distribute or make the tvOS Software available over a network where it could be used by multiple devices at the same time. This License does not grant you any rights to use Apple proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third party software applications, for use with the Apple TV. Some of those rights are available under separate licenses from Apple. For more information on developing software applications or third party devices and accessories for Apple TV, please visit https:// xxxxxxxxx.xxxxx.xxx/.
B. Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download tvOS Software Updates that may be made available by Apple for your model of Apple TV to update or restore the software on any such Apple TV that you own or control. This License does not allow you to update or restore any Apple TV that you do not control or own, and you may not distribute or make the tvOS Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time.
C. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the tvOS Software or any services provided by the tvOS Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the tvOS Software).
D. The tvOS Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Title and intellectual property rights in and to any content displayed by, stored on or accessed through your Apple TV belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
E. You agree to use the tvOS Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the tvOS Software and Services. Features of the tvOS Software and the Services may not be available in all languages or regions and some features may vary by region.
F. Use of the App Store requires a unique user name and password combination, known as an Apple ID. An Apple ID is also required to access app updates and certain features of the tvOS Software and Services. You acknowledge that some features and Services of the tvOS Software transmit data and could impact charges to your internet data plan, and that you are responsible for any such charges. The quality of the display of streaming movies or other content can vary from device to device and can be affected by a variety of factors, such as your location, TV display, content provider, and available bandwidth or speed of your Internet connection.
G. The tvOS Software will periodically check with Apple for updates to the tvOS Software, Aerial screensaver and apps installed on your Apple TV. If an update is available, the update will automatically download and install onto your Apple TV. By using the tvOS Software, you agree that Apple may download and install such automatic updates onto your Apple TV. You can turn off automatic updates to the tvOS Software, Aerial screensaver and apps at any time from within Settings.
Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.
Restricted Payments; Restrictive Agreements (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any First Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Restricted Transfers Parties agree that when the transfer of personal data from Customer (as “data exporter”) to Atlassian (as “data importer”) is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be subject to the Standard Contractual Clauses, which are deemed incorporated into and form a part of this DPA, as follows:
(a) In relation to transfers of Customer Personal Data governed by the EU GDPR and processed in accordance with Section 2.2(a) of this DPA, the EU SCCs will apply, completed as follows:
i. Module Two or Module Three will apply (as applicable);
ii. in Clause 7, the optional docking clause will not apply;
iii. in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes will be as set out in Section 2.10 of this DPA;
iv. in Clause 11, the optional language will not apply;
v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
vi. in Clause 18(b), disputes will be resolved before the courts of Ireland;
vii. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and
viii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA;
(b) In relation to transfers of personal data governed by the EU GDPR and processed in accordance with Section 2.2(b) of this DPA, the EU SCCs apply, completed as follows:
i. Module One will apply;
ii. in Clause 7, the optional docking clause will not apply;
iii. in Clause 11, the optional language will not apply;
iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
v. in Clause 18(b), disputes will be resolved before the courts of Ireland;
vi. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and
vii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA;
(c) In relation to transfers of personal data governed by UK Data Protection Law, the EU SCCs: (i) apply as completed in accordance with paragraphs (a) and (b) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this DPA. In addition, Tables 1 to 3 in Part 1 of the UK Addendum is deemed completed respectively with the information set out in Section 2.9, as well as Exhibits A and B of this DPA; Table 4 in Part 1 is deemed completed by selecting “neither party.” Any conflict between the terms of the EU SCCs and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
(d) In relation to transfers of personal data governed by the Swiss FADP, the EU SCCs will also apply in accordance with paragraphs (a) and (b) above, with the following modifications:
i. any references in the EU SCCs to “Directive 95/46/EC” or “Regulation (EU) 2016/679” will be interpreted as references to the Swiss FADP, and references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss FADP;
ii. references to “EU”, “Union”, “Member State” and “Member State law” will be interpreted as references to Switzerland and Swiss law, as the case may be, and will not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs;
Restrictive Agreements No Loan Party will directly or indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative Agent or the Canadian Agent, as applicable; or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its Capital Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law, by any Loan Document, or under any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that are to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases restricting the assignment or subleasing or sublicensing thereof, (v) the foregoing shall not apply to any agreement relating to Indebtedness under the Indentures, the Term Loan, the Permanent Financing Facility, the CMBS Facilities, the Supplemental Real Estate Facilities (or any facilities replacing or refinancing such facilities), or Indebtedness of Foreign Subsidiaries (other than the Canadian Loan Parties) permitted hereunder (solely to the extent such restrictions are limited to the such Foreign Subsidiaries, (vi) clause (a) of the foregoing shall not apply to licenses or contracts which, by the terms of such licenses and contracts, prohibit the granting of Liens on the rights contained therein, and (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary and not created in contemplation of any such acquisition.
Restricted Rights Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
Prohibition on Non-Compete Restrictions Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas.
Restricted Uses Without limiting the unsupported or prohibited use cases identified in the Stripe Identity Permitted Businesses list, you must not, and must not enable or allow any other party to:
(a) modify the Stripe Identity Services in any way, including by changing
