Without limiting the generality of clause 11.1 above, the Licence will not extend to or authorise:
11.2.1 the Performance in their entirety of oratorios and other choral works or of excerpts therefrom which excerpts are of more than 20 minutes duration;
11.2.2 the Performance of ballets, or dramatico-musical works such as operas, musical plays, revues or pantomimes in so far as they consist of material written expressly therefor;
11.2.3 the Performance of any excerpt from any Work of Music if accompanied by dramatic action, dumb show, costume, scenic accessories, or other visual representation of the same work;
11.2.4 the Performance of any Work of Music accompanied by any words other than those (if any) published or otherwise associated therewith by the copyright owner; any such work in any altered or rearranged form, or with such costume or action as to produce parodied or burlesque effects; or any such work adapted to a dramatic form;
11.2.5 the Performance (except by means of duly authorised records and/or radio or television receiving sets) of vocal excerpts from dramatico-musical works as aforesaid if the right of such Performance is forbidden or reserved by the copyright owner;
11.2.6 the Performance of Works of Music from beyond the boundaries of the Premises; and/or 11.2.7 the recording of any Work of Music or any portion thereof.
Without limiting the generality of Section 11.9, each Credit Party hereby agrees jointly and severally to indemnify and hold the Agent and the Lenders, and their respective officers, directors, employees and agents, harmless from and against any and all claims, losses, penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable attorneys', consultants' or other expert fees, expenses and disbursements) arising directly or indirectly from, out of or by reason of (a) the violation of any Environmental Law by the Borrower or any Subsidiary or with respect to any property owned, operated or leased by the Borrower or any Subsidiary or (b) the handling, storage, transportation, treatment, emission, release, discharge or disposal of any Hazardous Materials by or on behalf of the Borrower or any Subsidiary, or on or with respect to property owned or leased or operated by the Borrower or any Subsidiar, except, in each case, where arising out of any actions or inactions by the Agent or any of the Lenders. The provisions of this Section 7.15 shall survive repayment of the Obligations and expiration or termination of this Agreement;
Without limiting the generality of Section 1.1, Equico agrees that it shall be fully responsible for:
(A) Requiring that each person who is authorized to offer and sell the Variable Contracts is duly registered as a representative of Equico and is appropriately licensed, registered or otherwise qualified to offer and sell the Variable Contracts under the federal securities laws and any applicable securities laws of each state or other jurisdiction in which the Variable Contracts offered by such person may be lawfully sold;
(B) Training, supervising and directing the Agents for purposes of complying on a continuous basis with the NASD Rules and with federal and state securities laws applicable in connection with the offer and sale of the Variable Contracts. In this connection, Equico shall:
(i) Establish and implement reasonable written procedures which provide for diligent supervision of sales practices of the Agents;
(ii) Require that Agents shall recommend the purchase of Variable Contracts only upon reasonable grounds to believe that the purchase is suitable for each prospective purchaser, and verify their compliance with such requirement;
(iii) Provide a sufficient number of registered principals and an adequate compliance staff to carry out the responsibilities set forth herein; and
(iv) Impose disciplinary measures on the Agents.
(C) Oversight of the securities activities of all persons engaged directly or indirectly in operations of Equico, Equitable and Equitable Variable related to the offer or sale of the Variable Products, each of whom shall be considered a "person associated" with Equico, as defined in Section 3(a)(18) of the 1934 Act. Equico shall have full responsibility for each such person with regard to his or her training, supervision and control, as contemplated by Section 15 of the 1934 Act, and, in that connection, shall have the authority to require that disciplinary action be taken with respect to such persons.
Without limiting the generality of Section 10.01, Tenant covenants and agrees that Tenant, its employees, agents and other third parties entering upon the Center at the request or invitation of Tenant shall not bring into, maintain upon or release or discharge in or about the Center any hazardous or toxic substances or hazardous waste (collectively, "hazardous materials"). The foregoing covenant shall not extend to substances typically found or used in general office and administrative environments so long as (a) such substances are maintained only in such quantities as are reasonably necessary for Tenant's operations in the Premises, (b) such substances and any equipment which generates such substances are used and stored strictly in accordance with all applicable laws and regulations, the highest standards prevailing in the industry for such substances and the manufacturers' instructions therefor, (c) such substances are not disposed of in or about the Center in a manner which would constitute a release or discharge thereof and (d) all such substances and any equipment which generates such substances are removed from the Center by Tenant upon the expiration or earlier termination of this Lease. In the event that Tenant proposes to conduct any use or to operate any equipment which will or may utilize or generate a hazardous material other than as specified in the first paragraph of this Section, Tenant shall first in writing submit such use or equipment to Landlord for approval. No approval by Landlord shall relieve Tenant of any obligation of Tenant pursuant to this Section, including the removal, clean-up and indemnification obligations imposed upon Tenant by this Section. Tenant shall, within five (5) days after receipt thereof, furnish to Landlord copies of all notices and other communications received by Tenant with respect to any actual or alleged release or discharge of any hazardous material in or about the Premises or the Center and shall, whether or not Tenant receives any such notice or communication, notify Landlord in writing of any discharge or release of hazardous material by Tenant or anyone for whom Tenant is responsible in or about the Premises or the Center. In the event that Tenant is required to maintain any hazardous materials license or permit in connection with any use conducted by Tenant or any equipment operated by Tenant in the Premises, copies of each such license or permit, each renewal thereof and any communication relating to suspension, renewal or revocat...
Without limiting the generality of Section 6.6.1, for a period ending on the sixth anniversary of the Closing Date, neither Purchaser nor Seller shall destroy or give up possession of any item referred to in Section 6.6.1 hereof without first offering to the other, the opportunity, at such other's expense (but without any other payment), to obtain the same. Thereafter each party shall be free to dispose of such items as it deems fit.
Without limiting the generality of Section 11.1.1, Buyer (or its appropriate foreign affiliate) shall make a bona fide offer of employment complying with Section
11.1.1 to each Employee who is employed outside the United States (the "Foreign Employees"). If either as a result of any Foreign Employee's non-acceptance of such offer of employment, or as a result of Buyer's failure, effective as of the Closing Date, to establish and qualify or register with applicable regulatory authorities employee benefit plans for, or to extend existing Buyer employee benefit plans, programs, policies and arrangements to, the Foreign Employees which are in accordance with local Law and which provide benefits to the Foreign Employees on terms and conditions which are substantially similar in the aggregate to those provided to Foreign Employees by Seller or its Affiliates immediately prior to the Closing Date, such Foreign Employees shall be entitled to receive any severance, redundancy, termination, payment in lieu of notice, indemnity or other payments, then whichever of Seller or Buyer shall be responsible for such liability under local Law shall be responsible for and pay such liability. Notwithstanding the foregoing, if any Foreign Employee situated in Belgium shall, prior to the Closing Date, provide a written notice of resignation to Seller, then Buyer shall not be liable for any such severance or other payments to such Foreign Employee.
Without limiting the generality of Section 12.9, the Borrower hereby agrees to indemnify and hold the Agent and the Lenders, and their respective officers, directors, employees and agents, harmless from and against any and all claims, losses, penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable attorneys' fees and disbursements) arising directly or indirectly from, out of or by reason of (a) the violation of any Environmental Law by the Borrower or any Guarantor or with respect to any property owned, operated or leased by the Borrower or any Guarantor or (b) the handling, storage, treatment, emission or disposal of any Hazardous Materials by or on behalf of the Borrower or any Guarantor or on or with respect to property owned or leased or operated by the Borrower or any Guarantor. Notwithstanding the foregoing, this Section 8.15 shall not apply to violations caused by the Agent when the Collateral is in the possession and control of the Agent. The provisions of this Section 8.15 shall survive the Facility Termination Date and expiration or termination of this Agreement;
Without limiting the generality of Section 15.1 -------- of the Note Purchase Agreements, NEICOP and NEIC jointly and severally agree to pay all expenses incident to the transactions contemplated by this Amendment and Assumption Agreement (including all document production costs and other expenses, the fees and disbursements of special counsel to the Noteholders for their services with relation to such transactions), and to reimburse the Noteholders for any out-of-pocket expenses.
Without limiting the generality of Section 3.1, Licensee ----------- and its Affiliates and Subsidiaries (as defined in the Purchase Agreement) agree not to attempt to, and not to help unauthorized parties to, register anywhere in the world any of the Licensed Trademarks or any trademarks confusingly similar thereto and, in any contracts between Licensee and its Manufacturing Agents and permitted sublicensees, Licensee will include language binding such other party to same.
Without limiting the generality of Section 3.6.1, the Company and each of the Company Subsidiaries, except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) has conducted its business in compliance with all applicable Laws, including the Xxxxxxxx-Xxxxx Act of 2002, Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W, the Equal Credit Opportunity Act, the Foreign Corrupt Practices Act, the Fair Credit Reporting Act, the Gramm Xxxxx Xxxxxx Act, the Fair Housing Act, the Community Reinvestment Act (the “CRA”), the Truth in Lending Act, the Home Mortgage Disclosure Act and all other applicable fair lending Laws (“Fair Lending Laws”) and other Laws relating to discriminatory or unfair and deceptive acts and practices, the USA PATRIOT Act and the Bank Secrecy Act, the requirements of the Office of Foreign Assets Control (“OFAC”) and all orders and requirements of applicable Governmental Authorities, including those referred to in Section 3.13, and has not received notice of any defaults or violations of any applicable Laws, any orders, decisions or settlements from or with any Governmental Authority, including the United States Department of Justice.
