Restrictions on Conduct. The Buyer shall not be obliged to take, or procure the taking, of any action reasonably requested by the Sellers’ Representative under paragraph 8.2 if:
8.3.1 the Buyer has not received written instructions from the Sellers’ Representative in accordance with paragraph 8.2 within ten Business Days of the receipt of the Tax Notice by the Sellers’ Representative or, in any case where a time limit for the taking of any action, including responding to the Tax Authority or making an appeal against or contesting any Tax Assessment, applies, any shorter period required in order to comply with the time limit specified in the Tax Assessment and included within the Tax Notice;
8.3.2 complying with any instruction, combination of instructions, request or notification of the Sellers’ Representative is likely, in the opinion of the Buyer and the Company, acting reasonably, to:
(a) increase materially the amount involved or the future liability to Tax of the Company or the Buyer; or
(b) have a materially adverse effect on the future Tax affairs of the Company; or
(c) have a materially adverse effect on the future continuing business affairs of the Company;
8.3.3 complying with any instruction, combination of instructions or request would involve sending, transmitting, issuing or submitting any written correspondence or entering in any other communication relating to the Tax Assessment which, in the Buyer’s reasonable opinion, is not true and accurate; or
8.3.4 complying with any instruction or combination of instructions, request or notification of the Sellers’ Representative would involve:
(a) taking, or procuring the taking of, any actions or steps which the Buyer reasonably considers is or would be unduly onerous or frivolous or vexatious; or
(b) contesting a Tax Assessment to an appellate body unless the Sellers’ Representative has, at the sole expense of the Warrantors, obtained an opinion on the merits of such a claim, from independent Tax counsel having at least ten years’ experience in Tax matters and appointed by agreement between the Buyer and the Sellers’ Representative after disclosure of all relevant information and documents and having regard to all circumstances and information available that an appeal or a defence against an appeal has a reasonable chance of success.
Restrictions on Conduct. The Sxxxxx shall not be entitled to assume conduct of a Third Party Claim and may be required by the Purchaser to relinquish control of any such Third Party Claim:
6.6.1 if in the reasonable opinion of the Purchaser, the exercise of any conduct rights by the Seller would, either in principle or as a result of the manner in which the Seller is exercising those conduct rights, be reasonably likely to have a material adverse effect on the goodwill, reputation, Business or affairs of the Purchaser’s Group as a whole, or of any Group Company;
6.6.2 in the event of any Third Party Claim brought by, or on behalf of, one or more customers of the Group (a Customer Claim), provided that the Purchaser procures that each Group Company complies in all material respects with its usual complaints handling policies applicable to such Customer Claim and does not treat such Customer Claim differently because of the existence or likelihood of a Claim;
6.6.3 in the event of a Third Party Claim which might give rise to a criminal action or proceeding brought against any member of the Purchaser’s Group, or any of their directors, officers or employees or to a Third Party Claim for punitive damages; or
6.6.4 if the exercise of any conduct rights by the Seller would render any policy of insurance maintained by or available to the Purchaser or the Group void or voidable or entitle the relevant insurer to repudiate or rescind any such policy in part or whole or an insurer exercises a right to take over conduct of the Third Party Claim.
Restrictions on Conduct. As a condition of use, you agree not to use TravelBank Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through TravelBank Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without TravelBank’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of TravelBank; (vi) interferes with or attempts to interfere with the proper functioning of TravelBank Properties or uses TravelBank Properties in any way not expressly permitted by the Agreement; or (vii) attempts or engages in, any potentially harmful acts that are directed against TravelBank Properties, including but not limited to violating or attempting to violate any security features of TravelBank Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in TravelBank Properties, introducing viruses, worms, or similar harmful code into TravelBank Properties, or interfering or attempting to interfere with use of TravelBank Properties by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” TravelBank Properties.
Restrictions on Conduct. The Platform may only be used and accessed for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Platform. You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Counselors and us. You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of the Platform’s systems, services, servers, networks or infrastructure. You agree and commit not to make any use of the Platform for the posting, sending or delivering of: (a) unsolicited emails, advertisements, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation; (b) malicious software or code, viruses or other computer code that may interrupt, destroy; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right or intellectual property; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law. You agree not to collect information about other users without their express permission and not to knowingly upload, post or otherwise transmit use any false or inaccurate information;
Restrictions on Conduct. 6.3.1 The Buyer shall not be obliged to take, or procure the taking, of any action reasonably requested by the Sellers’ Representative pursuant to paragraph 6.2.1 if:
(a) the Buyer has not received written instructions from the Sellers’ Representative in accordance with paragraph 6.2.1 within ten Business Days of the receipt of the Tax Notice by the Sellers’ Representative or, in any case where a time limit for the taking of any action, including responding to the Tax Authority, applies, any shorter period required in order to comply with the time limit specified in the Tax Assessment and included within the Tax Notice;
(b) complying with any instruction, combination of instructions or request would involve sending, transmitting, issuing or submitting any written correspondence or entering in any other communication relating to the Tax Assessment which, in the Buyer’s reasonable opinion, is not true and accurate; or
(c) complying with any instruction or combination of instructions, request or notification of the Majority Sellers would involve contesting a Tax Assessment to an appellate body unless the Majority Sellers have, at their sole expense, obtained an opinion on the merits of such a claim, from independent leading Tax senior counsel and appointed by agreement between the Buyer and the Sellers’ Representative after disclosure of all relevant information and documents and having regard to all circumstances and information available that an appeal or a defence against an appeal has a reasonable chance of success.
Restrictions on Conduct
