Reservations and Exceptions 1. Articles 3, 4, 6 and 12 shall not apply to:
(a) Any existing non-conforming measure that is maintained by:
(i) With respect to Japan:
(A) The central government or a prefecture, as set out in its Schedule in Annex I; or
(B) A local government other than prefectures;
(ii) With respect to the Republic of Peru:
(A) The central government or a regional government, as set out in its Schedule in Annex I; or
(B) A local government
(b) The continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or
(c) An amendment or modification to any non-conforming measure referred to in subparagraph (a), provided that the amendment or modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification, with Articles 3, 4, 6 and 12.
2. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to sectors, sub-sectors and activities set out in its Schedule in Annex II.
3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of an investment that exists at the time the measure becomes effective.
4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter:
(a) Notify the other Contracting Party of detailed information on such amendment, modification or measure; and
(b) Hold, upon request by the other Contracting Party, consultations in good-faith with that other Contracting Party.
5. Each Contracting Party shall endeavour, where appropriate, to reduce or eliminate the reservations specified in its Schedules in Annexes I and II respectively.
6. Articles 3, 4, 6 and 12 shall not apply to any measure covered by the exceptions to, or derogations from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement.
7. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.
Limitations and Exceptions Members shall confine limitations or exceptions to exclusive rights to certain special cases which do not conflict with a normal exploitation of the work and do not unreasonably prejudice the legitimate interests of the right holder.
Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.
(c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.
Covenants, Conditions and Restrictions This Lease is subject to the effect of (i) any covenants, conditions, restrictions, easements, mortgages or deeds of trust, ground leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as "Restrictions") and Tenant will conform to and will not violate the terms of any such Restrictions.
Agreements, Conditions and Covenants The Purchaser shall have performed or complied with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Closing.
EXPRESS CONDITIONS A. The Employee will not receive compensation until they begin contracted service for the Board.
B. Regardless of any board policy or term of this contract, the Board may, with two (2) weeks’ notice, lay-off or furlough the Employee with or without benefits and/or salary should the Board determine, in its sole discretion that exigent economic circumstances exist or that such a lay- off or furlough is in the best interests of the College. The Employee may be laid-off or furloughed to part-time status. If the Employee is laid off or furloughed to part-time status, the Employee will be paid salary pro rata, based on the Employee’s full-time salary. For Employees laid-off or furloughed to part-time status, the Board will determine whether benefits will be granted on a pro rata basis or continued in full for the duration of the lay-off or furlough.
C. The Employee’s employment may be terminated with cause, or whenever in the discretion and judgment of the President or designee, if the Employee has failed to meet the performance expectations or productivity goals set by the College, including, but not limited to, income generating goals.
TERMS, CONDITIONS AND COVENANTS In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.
Restrictions on Use This XXXX grants You the right to install and use the Licensed Materials in accordance with the terms under which You have licensed the Licensed Materials from Altium. Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed Materials so long as such use does not result in the use of more copies of the Licensed Materials than You are permitted to use at any given time, if Your license is so restricted hereunder. In the event that You desire to expand or extend Your use, or to migrate to different Products or functionality within any such Products You must notify Altium prior to any such expanded or extended use and arrange for the licensing of the applicable Licensed Materials.
2.4.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion of Your business located at a different geographic site, or third parties, to copy, have access to or use any portion whatsoever of the Licensed Materials unless You have licensed the Licensed Materials on a Continental License or Global License basis that would permit such use; notwithstanding the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the Licensed Materials, unless such access or use is in connection with a Temporary Use by You in carrying out a legitimate business purpose that does not otherwise violate the terms of this XXXX, including but not limited to the restrictions on number of users, if such restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more than the number of permitted persons to access and use the Licensed Materials at any one time, (whether involving a single license or a license that allows multiple users), including any Temporary Uses, unless you have negotiated with Altium for a license that permits an unlimited number of users to access and use the Licensed Materials; e) allow persons not covered by the geographic scope of Your licenses to use the Licensed Material on a “floating” or other basis; or f) using the Licensed Materials in any way that is not in compliance with Permitted Uses.
2.4.2. In the event that You have licensed the Licensed Materials for use in connection with a single computer, You may install and use only a single copy thereof at any given time, and said copy may be used only by You; provided, however, that if You have licensed the Licensed Materials for use on a single computer: a) you may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein, so long as such copy is never used simultaneously with the original copy; and b) You may make a back-up, archival copy thereof that You shall install and use only in the event the original copy of the Licensed Materials is lost, corrupted or in some other way made unavailable other than through use or possession by another person.
2.4.3. In the event that You have licensed the Licensed Materials on a Single Site License, Continental License or Global License basis, this XXXX allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium. At no time shall You permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom You have licensed the same, including in connection with any Temporary Use. You understand and agree that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this XXXX, but violation of national and international copyright and patent laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT IN IMMEDIATE TERMINATION OF THIS XXXX, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS.
2.4.4. You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this XXXX is breached by You, the license granted herein shall automatically terminate, without further action by Altium and whether or not You abide by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that Altium has acquiesced in such breach.
Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.
Restrictions on Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible, including, without limitation, the Borrowing Base Properties), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse) or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of such property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following (singly and collectively, “Permitted Liens”):
8.2.1 Liens created by the Loan Documents;
8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be secured, provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base Property, the ownership interest in any Borrowing Base Property Owner, or any other assets of any Borrowing Base Property Owner;
8.2.3 Liens for taxes, assessments or other governmental charges not yet delinquent or which are being diligently contested in good faith and by appropriate proceedings, if (x) to the extent such contest concerns a Borrowing Base Property, reasonable reserves in an amount not less than the tax, assessment or governmental charge being so contested shall have been established in a manner reasonably satisfactory to the Administrative Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during the pendency of such contest, or such contested amount shall have been duly bonded in accordance with applicable law, (y) no imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to have a Material Adverse Effect;
8.2.4 Liens in respect of property or assets imposed by law, which do not secure Debt, such as judgment Liens (provided such judgment Liens do not cause the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s, material men’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, (x) which, except for such judgment Liens, do not in the aggregate materially detract from the value of any property or assets or have, and could not reasonably be expected to have, a Material Adverse Effect, (y) which, except for such judgment Liens, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and (z) which as to any Borrowing Base Property do not have a lien priority prior to the Lien in favor of the Administrative Agent, for the benefit of the Lenders, with respect to the Obligations, including, without limitation, any future Loan Advances;
8.2.5 Personal property financing leases entered into in the ordinary course of business with respect to equipment, fixtures, furniture, furnishings and similar assets.
