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Restrictions and Liabilities Sample Clauses

Restrictions and LiabilitiesBoth parties agree that the following conditions of business will apply: a) All hardware and software provided by WATERLOO WIRELESS remains the property of WATERLOO WIRELESS/MEGAWIRE, excluding any hardware purchased directly by the Customer for use on the system. In no manner does the Customer have any right to tamper, modify or replicate the configuration in any form, or to duplicate a similar hardware/software configuration to be used in place of the WATERLOO WIRELESS units. b) The Customer cannot redirect, resell or share the service in any way beyond their direct use, established at the time of setup, unless WATERLOO WIRELESS provides written permission. c) WATERLOO WIRELESS is not responsible for any illegal transaction, activity, download or upload generated to or from the Customer, directly or indirectly. Neither is WATERLOO WIRELESS responsible for any other form of soliciting done to or from the Customer. The WATERLOO WIRELESS network is solely a means of directing requests from and to the Customer’s system. d) WATERLOO WIRELESS is not responsible for any cyber-attack, cyber breach, or data breach that the Customer may experience while using the services provided by WATERLOO WIRELESS e) WATERLOO WIRELESS has the exclusive right to open any hardware provided by WATERLOO WIRELESS or to allow an authorized person assigned by WATERLOO WIRELESS to open and modify any components. f) WATERLOO WIRELESS will sustain the network to the best of their ability and will repair or replace any defective systems as quickly as possible. g) WATERLOO WIRELESS is not responsible for any down time experienced by the Customer or for any possible loss of communication time. WATERLOO WIRELESS will make any necessary repairs within four (4) business days of notification. h) WATERLOO WIRELESS is not responsible for any monetary liability due to possible down time, be it real or perceived. i) WATERLOO WIRELESS is neither responsible nor holds liability for customer routers. This includes but is not limited to routers purchased through WATERLOO WIRELESS. j) If the network structure is inoperative for longer than 48 hours during regular business hours, WATERLOO WIRELESS will compensate the Customer for the failure directly/solely related to the WATERLOO WIRELESS equipment, provided a written request for compensation is received within 48 hours of service restoration. This monetary compensation is limited to the prorated daily amount of the Customer’s regular monthly fee. k) W...
Restrictions and Liabilities. The Tenant may only use the premises as a holiday home. The tenant will indemnify and save the Landlord harmless from and against any and all claims, actions, damages, liabilities; and expenses in connection with the loss of life, personal injury and or damages to persons or Property arising from or out of any occurrence in, upon or at the premises. In the event the Landlord is, without fault on his part, made a party to any litigation commenced by or against the tenant, the tenant will protect or hold the Landlord harmless and pay all reasonable counsel and legal fees incurred or paid by the Landlord in connection with such litigation. The tenant will also pay all costs, expenses and reasonable counsel and legal fees incurred and paid by the Landlord in enforcing the covenants, conditions and provisions of this agreement against the tenant.
Restrictions and Liabilities. You shall adhere to the following restrictions and fulfill the responsibilities set forth in this Agreement: 4.1. In using the API and service data, as well as in publishing Applications, you must comply with the provisions of this Agreement, the Privacy Policy, and the general API policies. When using XXXXXXXX's marks, you must also adhere to all restrictions set forth in this Agreement and the "Trademark Usage Guidelines." If SOLARMAN discovers that you have violated or attempted to violate any term, condition, or principle of this Agreement, XXXXXXXX may temporarily or permanently revoke the permissions granted to you under this Agreement. 4.2. To use and access the API, you must obtain an API credential ("token") by becoming a user. Users shall not share their tokens with any third party, must ensure the confidentiality and security of the token and all login information, and shall use the token as the sole means of accessing the API. 4.3. Your Application shall not substantially replicate the products or services provided by SOLARMAN. On this basis, both parties agree that either party may develop and publish Applications that are similar to or otherwise compete with the other party's Applications. Applications shall not use or access the API or services to monitor the availability, performance, or functionality of the API or services, nor shall they be used for any benchmarking purposes. 4.4. Applications shall not display any form of advertising within or in connection with any service data received by any user, agent, or end-user. 4.5. You shall not use or assist any third party in using the API or any software to circumvent the personal agent login requirements: (a) utilizing the service to interact with end-users; or (b) processing data related to interactions with end-users, where personal agent login is required under this Agreement for such interactions. 4.6. You shall not use or assist any third party in using the API or any software to circumvent applicable service plan restrictions or agent license restrictions. You shall not use the API or any service data in any manner that could compromise or potentially compromise the security of the service, API, service data, or any other data or information stored or transmitted using the service. 4.7. You shall not, and shall not attempt to (a) interfere with, modify, or disable any features, functions, or security controls of the service or API, (b) disrupt, avoid, bypass, delete, disable, or other...
Restrictions and Liabilities a) In order to use the International Remittance Service, the User must accept these terms and conditions with AFS. The User agrees that availing the service as a User constitute acceptance by the User to these terms and conditions. b) The registered User agrees to register beneficiary accounts within AFS’s systems. c) The User agrees that the beneficiary must be the age of 18 or above. d) Even if AFS has approved the User and User’s registered beneficiaries for use of the International Remittance Service, there may still be cases where AFS is unable to process money transfers in accordance with the registered information, due to the restrictions on transactions set forth in the beneficiary country or for other reasons. e) AFS may be liable to the User where AFS fails to perform or incorrectly perform an International Remittance Transaction that is authorized by the User. This means that in the event of a non-executed or incorrectly executed International Remittance Transaction, AFS will refund an amount not exceeding the actual Transaction value to the User and limited to the extent the Transaction was not executed or it was incorrectly executed. The User is entitled to claim a refund of all fees applied to the extent they have been charged or incurred in connection with an unexecuted or incorrectly executed Transaction. The foregoing is the User’s sole and exclusive remedy and AFS’s sole liability for an amount not exceeding the transaction amount at any time. f) AFS is not liable for any unauthorized or incorrectly executed International Remittance Transactions if the User does not let AFS know about an unauthorized or incorrectly executed transaction within ten (10) calendar days after the date of execution of the transaction g) AFS is not liable for validating beneficiary account details. These are solely the responsibility of the User to ensure that the beneficiary is registered with the correct account details. h) AFS is not liable or responsible for canceling or refunding the International Remittance transaction if the funds were remitted to a beneficiary registered with incorrect account details. That is, AFS cannot cancel or refund funds transferred to an unintended beneficiary as a result of mistake by the User during beneficiary registration. i) AFS will have no liability if AFS fails to perform or incorrectly performs the International Remittance Transaction where the reason was due to events outside of AFS’s control or outside of AFS’s statuto...
Restrictions and Liabilities. The Facility shall incur no liability for injuries of any kind suffered by Patient while under its care, therefore should the Patient discontinue treatment before the attending physician has so ordered Patient, Patient and Patient. Representative agree to assume all responsibilityfor all results whichmayfollow.

Related to Restrictions and Liabilities

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Indebtedness and Liabilities None of the Loan Parties shall directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Capital Leases and purchase money financing for Equipment entered into in the ordinary course of business (subject to Section 5.21); (c) trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which such Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower shall have established adequate reserves therefor, if appropriate under GAAP; (d) Indebtedness owing under the ADEX Note, Earn-Out Obligations owing to the T N S Sellers, Subordinated Debt owing under the Acquisition Agreements and to the extent constituting Indebtedness, working capital adjustments owing by Borrower to a seller in connection with the Acquisition or a Potential Target Acquisition; (e) Indebtedness described in Section 4.4(a) hereof (including Indebtedness described on Schedule 4.4) and any extension, refinancing, renewal or replacement thereof if the principal amount thereof does not exceed the principal amount of the Indebtedness so refinanced; (f) up to an aggregate amount of $1,500,000 in unsecured debt owing to sellers of the equity interests of all Potential Targets acquired by Borrower (the “Potential Target Subordinated Debt”), provided that the repayment of any such unsecured debt is subordinated on terms satisfactory to Agent, including a restriction against payment of cash interest, required amortization and mandatory prepayments and provided further that the stated maturity date of any such debt is acceptable to the Agent in its commercially reasonable judgment; (g) Subordinated Debt, in addition to the Subordinated Debt described in the preceding clauses (d) and (f), provided that (A) the terms and conditions upon which such Subordinated Debt is incurred (including without limitation covenants, rate of interest, maturity date and use of proceeds) shall have been reviewed to the reasonable satisfaction of Agent, (B) no Event of Default shall have occurred and be continuing, (C) the holder of such Subordinated Debt shall have executed a Subordination Agreement in form and substance reasonably acceptable to Agent and (D) not less than ten (10) Business Days prior to the incurrence of such Subordinated Debt, Borrower shall have delivered to Agent written notice of the applicable Loan Party’s intent to incur such Subordinated Debt, together with a certificate signed by the chief financial officer of Borrower which shall include a calculation in reasonable detail demonstrating that after giving effect to the incurrence of such Subordinated Debt on a Pro Forma Basis, Borrower would be in compliance with the financial covenant set forth in Section 5.21(D) (after decreasing the numerator of the then applicable ratio by 0.50) as of the end of and for the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which the Borrower delivered financial statements to Agent pursuant to Section 5.1(B); (h) Indebtedness in respect of letters of credit or banker’s acceptances to secure the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations; (i) Indebtedness in favor of Borrower or any Guarantor pursuant to clause (g) of the definition of Permitted Investments; and (j) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $100,000.

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Excluded Assets and Liabilities The list of Assets described in this Agreement as being purchased is exclusive and the Parties agree that all remaining assets of ESSI and/or Seller are not to be purchased pursuant to this Agreement and shall be Excluded Assets. It is further agreed that in acquiring the Assets, Buyer is not assuming or undertaking to assume and shall have no responsibility for any liabilities whether fixed or contingent, past, present or future, or direct or indirect, arising out of or in connection with the Assets, or any other acts or omissions of ESSI and/or Seller in connection therewith prior to the Closing (collectively referred to as the "Excluded Liabilities"), including without limitation, (i) any claim arising out of or in connection with the failure by ESSI or Seller to comply with any applicable government regulation; (ii) federal, state or local tax liabilities (including any depreciation, investment tax credit recapture and rollback taxes); (iii) any claim arising out of or in connection with any Employee Plans of ESSI or Seller or with the employment by ESSI or Seller of any of its employees or any past employees or with the termination of any current employees; (iv) any claim resulting from defective products or workmanship (including any recalls or returns with respect thereto) related to goods or services invoiced prior to Closing; (v) any claim arising from environmental liabilities, and (vi) any claim under any provision of the New York Uniform Commercial Code or bulk sales law. LIMITATIONS ON WARRANTIES. EXCEPT FOR THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES AND BUYER HEREBY WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. AS EXAMPLES AND FOR THE AVOIDANCE OF DOUBT, BUT WITHOUT LIMITATION OF THE FOREGOING, THE ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE QUANTITY, PROFITABILITY, COLLECTIBILITY, QUALITY, CONDITION, SIZE, WEIGHT, SERVICEABILITY, CONFORMITY TO SAMPLES OR ANY OTHER ASPECT OF THE FIXTURES, EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED AMONG THE ASSETS, ALL OF WHICH SHALL BE CONVEYED TO THE BUYER AS IS, WHERE IS, AND WITH ALL FAULTS AND DEFECTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND WITHOUT ANY WARRANTIES WHATSOEVER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. THE BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

  • Certain Liabilities To the Borrower's actual knowledge, none of the present or previously owned or operated Property of the Borrower or any Guarantor or of any of their former Subsidiaries, wherever located: (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or any of the Guarantors, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that would cause a Material Adverse Change.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assets and Liabilities of Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the assets of every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

  • Refund Liabilities 8.4.1 The State shall be liable for interest on refunds from the date the refund is credited to a State account until the date the refund is debited from the State account for program purposes. The State shall apply a $50,000 refund transaction threshold below which the State shall not incur or calculate interest liabilities on refunds. A transaction is defined as a single deposit. 8.4.2 For each refund, the State shall maintain information identifying: (1) date a refund is credited to a State account (2) date of the subsequent deposit of Federal funds against which the refund is offset