Transfer Limits of Accuray IP Sample Clauses

Transfer Limits of Accuray IP. [*]. Accuray shall not (a) assign or transfer the Purchased IP or Improvements to Purchased IP for use in the Homeland Security or Non-Destructive Testing Markets (as such terms are defined in the License Agreement) or (b) assign or transfer the Traveling Wave IP to [*]. Notwithstanding the foregoing, Accuray may (i) continue to make, use, sell or offer for sale products incorporating the Accuray IP to third parties for use in markets other than the Homeland [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Accuray /s/DJM Security or Non-Destructive Testing Markets, (ii) continue to make, use, sell or offer for sale products incorporating the Traveling Wave IP and improvements thereto without restriction, (iii) assign or transfer the Accuray IP without AS&E’s prior written consent (A) in connection with a merger with, acquisition by, or the sale of all or substantially all of Accuray’s assets to any successor or acquirer without restriction, and (B) in connection with a sale or other transfer of all of or substantially all of Accuray’s Linear Accelerator Division to any successor or acquirer[*], so long as the successor or acquirer agrees to, and does, assume Accuray’s obligations hereunder and under the License Agreement, and (iv) assign, transfer, dispose or sell any of Accuray’s intellectual property, except the Accuray IP, to any entity without restriction.
Sample 1

Related to Transfer Limits of Accuray IP

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  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Standard of Care/Limitations of Liability (a) Adviser will give the Trust the benefit of the Adviser’s best judgment and efforts in rendering its services to the Trust. Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any of its shareholders, in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of Adviser, who may be or become an officer, Trustee, employee or agent of the Trust shall be deemed, when rendering services to any Fund or the Trust or acting with respect to any business of such Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, director, employee, or agent or one under the control or direction of Adviser even though paid by it. (b) Adviser is expressly put on notice of, and hereby acknowledges and agrees to, the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and its assets. Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust. Adviser understands that the rights and obligations of each series of shares of the Trust under the Trust Instrument are separate and distinct from those of any and all other series. (c) Neither party shall be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (d) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

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