Restrictions and Exceptions. The Parties agree to maintain the confidentiality of the CCI and to prevent its unauthorized dissemination. This Agreement shall automatically terminate upon the expiration of the term set forth below, provided, however, that prior to such termination, Discloser may terminate this Agreement at any time by written notice to Recipient. Notwithstanding such expiration or termination, all of Recipient's non-disclosure and non-circumvent obligations pursuant to this Agreement shall survive for a period of two (2) years from the date of last disclosure by Disclosing Party and in the case of trade secrets, five (5) years from the date hereof, unless such information ceases to be a trade secret.
Restrictions and Exceptions. Notwithstanding anything contained herein to the contrary, Licensee will not offer, sell, advertise or promote on the XXX.xxx Site, or display any links to any Web page that offers, sells, advertises or promotes, either directly or indirectly, any of the following: (i) any firearm, ammunition, explosive, explosive material, or weapon or any related items, equipment and accessories which are subject to licensing, permitting and or other governmental restrictions on sales, distribution and/or exports of the same; (ii) any Sporting Goods which Licensee knows or is informed by Licensor is counterfeit, or the offer or sale of which Licensee knows or is informed by Licensor infringes the valid Intellectual Property Rights of third parties; (iii) any Sporting Goods or Service that the sellers of which are charged with in-person verification of identity or age or other qualification to own or purchase such merchandise; (iv) any Sporting Goods that is subject to any export prohibition from the U.S., or which are barred or otherwise prohibited from use in any export destination country outside the U.S, unless such merchandise is only sold and delivered to a customer within the United States; (v) subject to the last sentence of this Section 4.5, any Sporting Goods or Service that is illegal, vulgar, obscene, or offense; (vi) any Sporting Goods or Service that Licensee knows or is informed by Licensor would, which if offered or sold on the XXX.xxx Site, violate a prohibition against the same imposed by the subject vendor upon Licensor, including, without limitation, any provision restricting distribution to the territories served by Licensor's TSA Stores; and (vii) subject to the last sentence of this Section 4.5, any Sporting Goods which Licensor requests in writing be removed from the XXX.xxx Site for legitimate business purposes set forth in Licensor's notice to Licensee, which if not removed, would have a materially adverse impact on Licensor. Such notice shall specify in reasonable detail the Sporting Goods item or items that Licensor desires Licensee to remove from the XXX.xxx Site and the reasons for its objection to the sale of the same. The Parties will in good faith attempt to resolve any disagreement they may have concerning the removal of such products from the XXX.xxx Site pursuant to (v) and (vii) above; provided, however, if, notwithstanding the use of good faith, the Parties are unable to agree as to whether a particular product can be offered on the X...
Restrictions and Exceptions. The Employee agrees to maintain the confidentiality of the Confidential Information and to prevent its unauthorized dissemination or use for a period of two (2) years from the date of last disclosure by the Company.
Restrictions and Exceptions. Notwithstanding anything contained herein to the contrary, Licensee will not offer, sell, advertise or promote on the XXX.xxx Site, or display any links to any Web page that offers, sells, advertises or promotes, either directly or indirectly, any of the following: (i) any firearm, ammunition, explosive, explosive material, or weapon or any related items, equipment and accessories which are subject to licensing, permitting and or other governmental restrictions on sales, distribution and/or exports of the same; (ii) any Sporting Goods which Licensee knows or is informed by Licensor is counterfeit, or the offer or sale of which Licensee knows or is informed by Licensor infringes the valid Intellectual Property Rights of third parties; (iii) any Sporting Goods or Service that the sellers of which are charged with in-person verification of identity or age or other qualification to own or purchase such merchandise;
Restrictions and Exceptions. If the unavailability of service or performance problem is caused by the system of the network provider or of some individual Registrars, the above indemnification distribution schemes are not applicable. CNNIC has the right to amend this Agreement pursuant to the development of the Internet and domain name system, as well as relevant laws, regulations and policies of China. Such amendments shall be applicable to all Registrars accredited by CNNIC.
Restrictions and Exceptions. Nothing in Clause 2.1 shall require a party to make any such recommendation if to do so would:-
(a) breach any law, regulation, licensing condition or other statutory or regulatory provision or internal code of practice, and without limiting the generality of the foregoing including any anti-trust, gaming, privacy or data protection provisions;
(b) in the sole and absolute discretion of such party, be contrary to the commercial interests or contractual obligations of that party which may exist from time to time; or
(c) other than as expressly provided in this Deed, imply a restriction on the parties to compete with each other or place themselves in potential conflict with each other.
Restrictions and Exceptions. (a) Aegean agrees that during the Exclusivity Period, neither Aegean nor any one or more of its Affiliates shall and Aegean shall cause its (and those of its Affiliates’) officers, directors, employees, agents, advisors and other representatives (collectively, the “Aegean Parties”) not to: (i) solicit, facilitate, propose, request, encourage or initiate any inquiry, proposal or offer from any Person to provide any form of trade financing and/or hedging facility and/or equity participation to Aegean or any one or more of its subsidiaries and Controlled Affiliates (each a “Competing Financing Proposal”); (ii) encourage, continue or participate in any or otherwise entertain any discussions or negotiations with (or provide any proprietary or confidential information of or about any one or more of Aegean or its subsidiaries and controlled affiliates) to any Person in connection with a Competing Financing Proposal; or (iii) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet or any other agreement or arrangement, whether oral or in writing, relating to or accept from any Person a commitment letter, binding term sheet or any other similar document relative to any Competing Financing Proposal.
(b) Notwithstanding the provisions of Section 3(a) to the contrary, in no event shall the restrictions set out in Section 3(a) apply during the Exclusivity Period in respect of Aegean’s or those of its subsidiaries and Controlled Affiliates’ (i) Lenders or Secured Parties (inclusive of the Administrative Agent and Collateral Agent) under the Borrowing Base (together with their respective Affiliates provided that such Affiliates are (A) not direct competitors of Mercuria (“Mercuria Competitors”), and (B) engaged in the primary business of providing loans or other financings to Persons similarly situated to Aegean and its subsidiaries and Controlled Affiliates; (ii) holders of convertible bonds of Aegean (other than Mercuria Competitors); (iii) direct and indirect holders of common stock of Aegean (other than Mercuria Competitors), (iv) Person providing an equity refinancing of the convertible bonds coming due in 2018 and/or 2021 (so long as Mercuria is given a right of first refusal to provide such equity refinancing); and (v) any Person who may provide debtor-in-possession financing (other than Mercuria Competitors) (collectively, the “Excluded Persons”).
Restrictions and Exceptions. 3.1 The rights granted to the End User under this Licence do not operate to assign or transfer the ownership of any intellectual property rights in the Loader to the End User.
3.2 The Loader is intended for commercial use only and not for use by consumers. By accepting this Licence the End User confirms that he or she is acting in the course of business. The End User will not remove or obscure any copyright or ownership notices or warning legends from the Loader nor will the End User attempt to reverse engineer, decompile or otherwise interfere with the Loader except to the extent expressly permitted by law or under this Licence. SourceGuardian may terminate this Licence immediately if it discovers that the End User is in breach of its obligations in this Licence and in such a case the End User will immediately delete the Loader from its computer systems and will on request by SourceGuardian provide and execute such written assurances as SourceGuardian may require confirming such deletion.
3.3 The Loader is licensed free of charge and accordingly is provided on an “as is” basis. The End User agrees and acknowledges that SourceGuardian has no liability to the End User, whether in contract, tort (including negligence) or otherwise arising from any Defects in the Loader and all warranties implied by the laws of any jurisdiction in which the End User uses the Loader are expressly excuded to the fullest extent permitted by the laws of such jurisdiction.
3.4 In no event will SourceGuardian be liable to the End User for any consequential loss or any financial loss.
3.5 SourceGuardian’s only obligation to the End User is to use reasonable commercial efforts to (i) correct Defects within a reasonable time (ii) ensure the the Loader is not corrupted and is free of any computer virus, trojans, worms or logic bombs and (iii) to issue Maintenance updates from time to time. SourceGuardian may terminate or assign its obligations under this paragraph 3.5 by publishing a notice to this effect on the SourceGuardian website at xxx.XxxxxxXxxxxxxx.xxx. In such circumstances the provisions of paragraph 3.2 will also terminate. Nothing in this Licence applies so as to exclude or limit any liability that SourceGuardian may have to the End User based on fraudulent misrepresentation or personal injury resulting from SourceGuardian’s negligence.
Restrictions and Exceptions i. The STF Fund shall not be used to fund technologies used by staff, faculty, and administration. This does not restrict the allocation of surplus technology to other constituents in Shoreline Community College. Surplus technology is defined as technology obtained at the end of its replacement cycle or unused technology that is approved by the ASG Board.
ii. The TRC shall evaluate and determine the technologies that qualify as technologies for "general student use," "student activity use," and "academic student use."
Restrictions and Exceptions. Each Holder agrees to not make any disposition of all or any portion of the Registrable Securities, unless and until the transferee has agreed in writing, for the Company’s benefit, to be bound by this Section 1.1; provided that, and to the extent that, this Section 1.1 is then applicable. The transfer restrictions in this Section 1.1(a) will not apply if:
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(ii) such Holder will have notified the Company of the proposed disposition and the transferee’s identity and contact information, and such Holder will have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Registrable Securities under the Securities Act; or
(iii) such proposed transfer is by a Holder (A) that is an entity to an affiliated fund, partnership, or limited liability company, or to another entity that is affiliated with the transferring Holder; (B) that is a partnership to its partners or retired partners in accordance with partnership interests; (C) that is a corporation to its stockholders in accordance with their interest in the corporation; (D) that is a limited liability company to its members or former members in accordance with their interest in the limited liability company; or (E) to the Holder’s family member or trust for the benefit of an individual Holder or such Holder’s family members; provided that, in each case, the transferee agrees in writing to be subject to the terms of this Section 1.1 to the same extent as if such transferee were an original Holder under this Agreement with such writing having been approved by the Company.
