Territorial Protection Sample Clauses

Territorial Protection. In connection with any internet by either party of any Event within such party’s territory (and excepting promotional uses), such party shall (i) use diligent efforts, and shall contractually require any and all sub-licensees or exhibitors of the pertinent Event to use diligent efforts, to restrict access to the Event to viewers located in such party’s territory (it being understood and agreed that use of commercially viable software that is designed to allow access to a web site or area only by individuals residing in the applicable territory shall constitute “diligent efforts” for purposes of this clause), (ii) not knowingly promote or authorize any other person or entity to promote the internet exploitation of the Event in a manner that is targeted to any websites or individuals that such party knows or reasonably should know reside outside of the pertinent territory, and (iii) use diligent efforts, and shall contractually require any and all sub-licensees or exhibitors of the Event to use diligent efforts, to ensure that all promotions of such internet of the Event bear a prominent disclaimer that indicates that the Event is not available to residents outside of the pertinent territory.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Territorial Protection. Franchisor will not establish for itself or grant a franchise to any other party to establish a Restaurant within the territory specified on Exhibit A attached hereto (the "Franchise Territory"). Notwithstanding anything herein to the contrary, if any disagreement arises regarding the area comprising the Franchise Territory, then Franchisor's decision as to the definition of the Franchise Territory shall be final and binding. Except as expressly provided in the first sentence of this Section 3.2, Franchisee acknowledges that the franchise granted under this Agreement is non- exclusive and Franchisee has no territorial protection and Franchisee has no right to exclude, control or impose conditions on the location or development of other or future franchises under the Marks, or on any sales or distribution of products under the Marks or other business activities of Franchisor or any other party licensed to use the Marks.
Sample 1
Territorial Protection. You may establish the Taverns required to be developed under this Agreement at any location within the Development Area provided that we, in our sole discretion, consent in writing to the location. If you are in full compliance with all of the provisions of this Agreement and all of the Franchise Agreements, then during the term of this Agreement, we will not operate (directly or through an affiliate), or grant a franchise for the operation of, a full-service WOB Tavern at a fixed or permanent location within the Development Area, except for: (i) those franchises granted to you pursuant to this Agreement; (ii) any WOB Taverns open and operating in the Development Area as of the Agreement Date; and (iii) any WOB Taverns located at Special Locations (as defined in Section 4.2 below).
Sample 1
Territorial Protection. ARTICLE 2 Section 2.1 Training.................................................................................. Section 2.2 Loan of the Pizza Place Manuals........................................................... Section 2.3
Sample 1
Territorial Protection. During the Term, if the Representative is not in default under this Agreement, the Franchisor will not grant any other person the right to offer Franchises to be operated in the Area, nor grant any Franchise or a Company-Owned Unit to be operated in the Area without the Franchise being subject to the terms of this Agreement and the written consent of the Representative.
Sample 1
Territorial Protection. Licensor will not establish for itself or grant a license or franchise to any other party to establish a Restaurant within the territory specified on Exhibit A attached hereto (the “Licensed Territory”). Except as expressly provided in the prior sentence and as otherwise set forth in Section 3.4 below, Licensee acknowledges that the license granted under this Agreement is non-exclusive, Licensee has no territorial protection and Licensee has no right to exclude, control or impose conditions on the location or development of other Restaurants under the Marks, or on any sales or distribution of products under the Marks or other business activities of Licensor or any other party licensed to use the Marks.
Sample 1
Territorial Protection. 3.1 So long as the Licensee is not in default of this Agreement, Ultra shall not, during the term of this Agreement, own, operate itself or licence any other licensees, or permit any of its affiliates to own or operate themselves or licence any other licensees within the TERRITORY of the Licensee as detailed and defined in Appendix `'A".
Sample 1
AutoNDA by SimpleDocs
Territorial Protection. Without limiting the rights explicitly granted in the Agreement: 4.1 During the term of the Agreement, JLI shall not establish, operate, or license others to establish or operate a service center under the Jiffy Lube name or system within three (3) miles of the Service Center. The foregoing sentence shall not apply to: 4.1.1 Any Jiffy Lube service center within two (2) miles of the service center which was operating, under construction, under contract, or for which a site was purchased, leased, or optioned before March 17, 1989; or 4.1.2 Any Jiffy Lube service center more than two (2) miles, but less than three (3) miles, from the Service Center which was operating, under construction, under contract, or for which a site was purchased, leased or optioned before the date of this Amendment; or 4.1.3 Any Jiffy Lube service center which may be established by another Jiffy Lube franchisee pursuant to the terms of, and within the area defined in, an area development agreement existing on the date of this Amendment. 4.2 JLI represents and warrants to Franchisee that during the term of the Agreement (but only as long as Pennzoil owns or controls, directly or indirectly, both JLI and PPC) PPC, as set forth in the Commitment and Release attached to this amendment, will not: 4.2.1 Authorize the installation of any new "Pennzoil 10-Minute Oil Change" signs within a two (2) mile radius of the Service Center, other than the replacement in the normal course of business of any sign installed prior to the date of this Amendment; or 4.2.2 Extend new major financing to any free-standing quick lube center located within one (1) mile of the Service Center. For purposes of this provision, "major financing" means financing substantially in excess of that generally offered by Castrol, Quaker State, Valvoline, or other major marketers in order to obtain the borrower's commitment to purchase that marketer's brand of oil (other than financing packages made available only to franchisees of those marketers or their affiliates), and "lube center" means any automotive service center the primary business of which is to provide fast, convenient lubrication and fluid maintenance service.
Sample 1
Territorial Protection. Franchisor will not establish for itself or grant a franchise to any other party to establish a Restaurant within the territory specified on Exhibit A attached hereto (the "Franchise Territory").
Sample 1

Related to Territorial Protection

  • Environmental Protection (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity; (ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect; (iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.

  • Legal Protection 7.14.1 The University shall provide legal representation to any Member of the Bargaining Unit who is named a defendant in a civil action based on performance of the Member’s duties within the scope of employment. Legal representation will be at the Member’s request, subject to the approval of the Ohio Attorney General and in accordance with Ohio law. Pursuant to Ohio Revised Code Section 9.87 the University shall seek indemnification from the state for liability or judgment of any Member of the Bargaining Unit resulting from the performance of his or her duties for the University. Nothing in this Section is intended to expand or conflict with current Ohio law. 7.14.2 As long as the University continues to provide liability insurance coverage pursuant to ORC 3345.202 for any member of the University Board of Trustees or any University officer, the University shall continue to provide that level of liability insurance coverage for each Bargaining Unit Faculty Member.

  • Call Protection In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

  • Department of Agriculture United States Department of Agriculture at 0-000-000-0000, 000-000-0000, or xxxx://xxx.xxxxx.xxx/plantind/ to determine those specific project sites located in the quarantined area or for any regulated article used on this project originating in a quarantined county.

  • Department of Housing and Urban Development Iowa Civil Rights Commission 000 Xxxx 00xx Xxxxxx

  • SAFETY AND HEALTH A. The Employer agrees to provide a safe, clean wholesome surrounding in all places of employment. B. Each Department head shall issue instructions to all supervisory personnel to carry out the provisions of this Article. C. When an employee reports any condition which he/she believes to be injurious to his/her health to the administrative head of a work location, the administrative head shall correct the situation if within his/her authority, or shall report said complaint to his/her supervisor. D. A copy of the provisions of this Article shall be conspicuously posted in each work location. E. In all new places of employment, where the Union alleges that the air quality is inferior, the person in charge of the location will make reasonable efforts to have air quality checked. If the air quality is found to be sub-standard, the person in charge of the location shall make reasonable efforts to improve it. F. Whenever temperature inside any work location is unusually hot or cold, the person in charge of such work location shall immediately contact the person responsible for the building to determine the cause and probable length of time necessary to correct the problem. G. The Employer will make every reasonable effort to xxxxx asbestos containing materials as recommended by the Division of Occupational Hygiene. Where such cleanup is not possible, the Employer will make every effort to avoid making work assignments, which will unduly expose employees to known hazardous materials. H. Pregnant employees who work in conditions/situations deemed hazardous or dangerous to the pregnancy by the attending physician may request a temporary reassignment within their job description or a comparable position, and may be reassigned within two (2) weeks of notification for the duration of the pregnancy. Upon request by management, the employee will provide medical evidence. Such work assignments shall be determined by the appointing authority or his/her designee. This request must be made in writing to the Appointing Authority. I. Grievances involving the interpretation or application of the provisions of this Article may be processed through Step III of the grievance procedure set forth in Article 23, but may not be the subject of arbitration. Section 19.2 The Parties agree to establish a program to monitor air quality at new and existing worksites. The parties agree to negotiate over the specific provisions of such a protocol within 60 days. Section 19.3 The parties agree to establish a safety and security committee to study all state buildings and leased property where state employees work. The mission of the study will be to establish more consistent safety and security policies to ensure the safety and security of all state employees at their work site and citizens of the Commonwealth that visit state agencies. In addition, the parties agree to establish a training program to promote the safety and security of all state employees that may include, but shall not be limited to active shooter training, front line security, and reception practices and protocol for 911 emergencies.

  • Cooperation on forestry matters and environmental protection 1. The aims of cooperation on forestry matters and environmental protection will be, but not limited to, as follows: (a) establishing bilateral cooperation relations in the forestry sector; (b) developing a training program and studies for sustainable management of forests; (c) improving the rehabilitation and sustainable management of forest with the aim of increasing carbon sinks and reduce the impact of climate change in the Asia-Pacific region; (d) cooperating on the execution of national projects, aimed at: improving the management of forest plantations for its transformation for industrial purposes and environmental protection; (e) elaborating studies on sustainable use of timber; (f) developing new technologies for the transformation and processing of timber and non-timber species; and (g) improving cooperation in agro-forestry technologies. 2. To achieve the objectives of the Article 149 (Objectives), the Parties may focus, as a means of cooperation and negotiations on concluding a bilateral agreement on forestry cooperation between the two Parties. Such collaboration will be as follows: (a) exchanges on science and technology as well as policies and laws relating the sustainable use of forest resources; (b) cooperation in training programs, internships, exchange of experts and projects advisory; (c) advice and technical assistance to public institutions and organizations of the Parties on sustainable use of forest resources and environmental protection; (d) facilitating forest policy dialogue and technical cooperation under the Network of Sustainable Forest Management and Forest Rehabilitation in Asia- Pacific Region, initiated at the 15th Asia Pacific Economic Cooperation (APEC) Meeting; (e) encouraging joint studies, working visits, exchange of experiences, among others; and (f) others activities mutually agreed.

  • Occupational Safety and Health Acts Contractor(s) who perform any work under this contract shall fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and any amendments thereto and regulations pursuant to the act. Any Contractor who fails to do so may be terminated for cause as set forth below.

  • OCCUPATIONAL SAFETY AND HEALTH A. Consultant will perform the Services in compliance with the most current versions of all laws, standards, rules, and regulations of the Occupational Safety and Health Act, and all state and federal laws and regulations relating to safety and health standards. Consultant shall perform the Services in compliance with, will furnish only supplies, articles, and equipment that comply with such laws, standards, and regulations. B. Consultant shall immediately notify Valley Water in the event of any personal injury accident or occurrence occurring during the performance of the Services. Upon Valley Water’s request, Consultant shall provide Valley Water with documentation fully describing the accident and injury and the actions implemented to prevent similar occurrences.

  • Data Protection Act 7.1 With respect to the parties' rights and obligations under this Contract, the parties agree that the Department is the Data Controller and that the Contractor is the Data Processor. 7.2 The Contractor shall: 7.2.1 Process the Personal Data only in accordance with instructions from the Department (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the Department to the Contractor during the Term); 7.2.2 Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body; 7.2.3 The Contractor shall employ appropriate organisational, operational and technological processes and procedures to keep the Personal Data safe from unauthorised use or access, loss, destruction, theft or disclosure. The organisational, operational and technological processes and procedures adopted are required to comply with the requirements of ISO/IEC 27001 as appropriate to the services being provided to the Department; 7.2.4 Take reasonable steps to ensure the reliability of any Contractor Personnel who have access to the Personal Data; 7.2.5 Obtain prior written consent from the Department in order to transfer the Personal Data to any Sub-contractors or Affiliates for the provision of the Services; 7.2.6 Ensure that all Contractor Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 7; 7.2.7 Ensure that none of Contractor Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Department; 7.2.8 Notify the Department within five Working Days if it receives: a request from a Data Subject to have access to that person's Personal Data; or a complaint or request relating to the Department's obligations under the Data Protection Legislation; 7.2.9 Provide the Department with full cooperation and assistance in relation to any complaint or request made, including by: - providing the Department with full details of the complaint or request; - complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Department's instructions; - providing the Department with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Department); and - providing the Department with any information requested by the Department; 7.2.10 Permit the Department or the Department’s Representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Contractor's data Processing activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by the Department to enable the Department to verify and/or procure that the Contractor is in full compliance with its obligations under this Contract; 7.2.11 Provide a written description of the technical and organisational methods employed by the Contractor for processing Personal Data (within the timescales required by the Department) to be used solely for the purposes of this contract and provided that to do so would not be in breach of the Intellectual Property Rights (including Copyright) of a third party; and 7.2.12 Not process Personal Data outside the European Economic Area without the prior written consent of the Department and, where the Department consents to a transfer, to comply with: - the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing -an adequate level of protection to any Personal Data that is transferred; and - any reasonable instructions notified to it by the Department. 7.3 The Contractor shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Contract in such a way as to cause the Department to breach any of its applicable obligations under the Data Protection Legislation.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!