Additional Limitations Sample Clauses
The "Additional Limitations" clause sets out specific restrictions or conditions that go beyond the general terms of an agreement. These limitations may apply to how certain rights are exercised, the scope of permitted activities, or the use of confidential information, and can include prohibitions on sublicensing, geographic restrictions, or time-based constraints. By clearly defining extra boundaries, this clause helps prevent misunderstandings and ensures that both parties are aware of any special restrictions that apply, thereby reducing the risk of disputes.
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Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.
Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Representations Review, (B) with the prior written consent of the Issuer and the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior written consent of the Issuer and the Servicer.
Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfers of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.10 hereof.
Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).
Additional Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the Asset Representations Reviewer’s use and handling of Issuer PII shall also be subject to the terms and limitations described in that separate letter agreement between TMCC and the Asset Representations Reviewer dated October 22, 2015 (the “Letter Agreement”) and, in the event of any conflict between the terms of the Letter Agreement and the terms of this Agreement related to the Asset Representations Reviewer’s use and handling of Issuer PII, the most restrictive of such terms shall govern.
Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuing Entity PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuing Entity PII to its personnel or allow its personnel access to Issuing Entity PII except (A) for the Asset Representations Reviewer personnel who require Issuing Entity PII to perform a Review, (B) with the prior consent of the Issuing Entity or (C) as required by applicable law. When permitted, the disclosure of or access to Issuing Entity PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuing Entity PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuing Entity PII on the proper use and protection of Issuing Entity PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuing Entity PII with or to any third party without the prior consent of the Issuing Entity.
Additional Limitations. In addition to the use and protection requirements described in Section 6.10.2, the Asset Representations Reviewer’s disclosure of Sponsor PII is also subject to the following requirements:
(i) the Asset Representations Reviewer shall not disclose Sponsor PII to its personnel or allow its personnel access to Sponsor PII except (A) to the Asset Representations Reviewer’s personnel who require Sponsor PII in order to perform an Asset Representations Review, (B) with the prior consent of the Sponsor or the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Sponsor PII shall be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer shall inform personnel with access to Sponsor PII of the confidentiality requirements in this Agreement and train its personnel with access to Sponsor PII on the proper use and protection of Sponsor PII; and
(ii) the Asset Representations Reviewer shall not sell, disclose, provide or exchange Sponsor PII with or to any third party without the prior consent of the Sponsor or the Servicer.
Additional Limitations. Except as otherwise set forth in Exhibit A, Licensee may not:
(i) sublicense or distribute the TCK(s) to any third party, except that Licensee may share comments or questions concerning its use or the results of using the TCK (including relevant excerpts of the TCK itself, provided such TCK excerpts are inherently part of such test results); or
(ii) create derivative works of the TCK(s); or
(iii) disassemble or decompile binary portions of the Test Suite(s) or Test Tools or otherwise attempt to derive the source code from such portions; or
(iv) develop other test suites intended to validate compatibility with the Java Specification(s) to which the TCK(s) licensed hereunder corresponds; or
(v) distribute code which has been tested against the TCK and which implements a substantial portion of the Java Specification unless such code is included in a Product within the meaning of Section 1.9 and unless, for each new release of a Product by Licensee, such Product passes, in accordance with the Documentation (including the TCK Users Guide), the most current TCK applicable to the latest version of the Java Specification and available from Oracle one hundred twenty (180) days before FCS of such version of the Product; provided, however, that if Licensee elects to use a version of the TCK also provided by Oracle that is newer than that which is required under this Section 2.1(b)(v), then Licensee agrees to pass such TCK; or
(vi) use the TCK to test a third party’s product; or
(vii) use the TCK to make claims of comparative compatibility (for example, a claim either that a Product is “90% compatible” or that the Product is “more compatible” than another implementation of the same Java Specification); provided, however, that with respect to a Product which Licensee has certified in accordance with Section 2.1(d) below, Licensee may disclose Test Reports. Neither the limited scope of the grant set forth in Section 2.1(a) nor the additional limitations set forth in Section 2.1(b)(v) above shall be understood to require Licensee to include any particular "pass through" requirements in any license it grants concerning the redistribution of a Product with which the TCK licensed hereunder has been used. However, except with respect to downstream products developed and distributed by Licensee’s licensees and sublicensees which incorporate, in whole or in part, Licensee’s Product and themselves satisfy all the other requirements for a Product set forth in Section 1.9 of this...
Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to Section 8.2(a) and Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc.
(ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses.
(iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement.
(iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement.
(v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the a...
Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuing Entity PII is also subject to the following requirements:
(i) The Asset Representations Reviewer will not disclose Issuing Entity PII to its personnel or allow its personnel access to Issuing Entity PII except (A) for the Asset Representations Reviewer personnel who require Issuing Entity PII to perform an Asset Representations Review, (B) with the prior written consent of the Issuing Entity and the Grantor Trust or (C) as required by Applicable Law. When permitted, the disclosure of or access to Issuing Entity PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuing Entity PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuing Entity PII on the proper use and protection of Issuing Entity PII.
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuing Entity PII with or to any third party without the prior written consent of the Issuing Entity and the Grantor Trust.
(iii) The Asset Representations Reviewer agrees, represents and warrants that the Asset Representations Reviewer has, and will continue to have, adequate administrative, technical, and physical safeguards designed to: (a) to ensure the security and confidentiality of all PII; (b) to protect against any anticipated threats or hazards to the security or integrity of PII; and (c) to protect against unauthorized acquisition of, access to or use of PII which could result in a “breach” as that terms is defined under applicable Privacy Laws, or substantial harm to Issuing Entity, the Grantor Trust or Servicer or any individual about whom the Issuing Entity, the Grantor Trust or the Servicer has or collects financial and other information.
(iv) The Asset Representations Reviewer agrees to provide the Sponsor, the Issuing Entity, the Servicer and the Grantor Trust with information regarding its and its representatives’ privacy and information security systems, policies and procedures as the Sponsor, the Issuing Entity, the Grantor Trust or the Servicer may reasonably request relating to its compliance with this Agreement and applicable Privacy Laws. The Asset Representations Reviewer agrees to provide training in the Privacy Laws and Asset Representations...