Additional Limitations and Restrictions Clause Samples

Additional Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, copy, distribute, reproduce, incorporate, use, or access the Cloud Services or Ladris Materials in any manner except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the generality of the foregoing, Customer shall not, except as this Agreement (or any applicable open source license) expressly permits: (a) access or use the Cloud Services other than through the use of valid Access Credentials; (b) input, upload, transmit or otherwise provide to or through the Cloud Services any information or materials that are unlawful, injurious, or contain, transmit or activate any Harmful Code; (c) remove, delete, alter or obscure any trademarks, terms of service, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Cloud Services or Ladris Materials, including any copy thereof; or (d) access or use the Cloud Services or Ladris Materials for the development of a competing software service or product or any other purpose that is to Ladris’ detriment or commercial disadvantage.

Additional Limitations and Restrictions. Except as otherwise specifically provided in this Agreement, Seller shall not, without the express written consent of Buyer: (i) copy all or any portion of the Licensed Intellectual Property licensed hereunder; (ii) disclose, provide, distribute or otherwise make available any item of the Licensed Intellectual Property licensed hereunder to any other person or entity or permit others to use it; (iii) rent, lease, encumber, sublicense, sell, assign or otherwise transfer any item of the Mammography Intellectual Property licensed hereunder or enter into any agreement obligating the Seller to do any of the foregoing with respect to the Mammography Intellectual Property licensed hereunder; (iv) use the Licensed Intellectual Property for any development or analysis purposes whatsoever, or (v) permit any third party to engage in any acts set forth in subsections (i) through (iv), above. Nothing in this Agreement shall be construed as granting Seller, or any customer of Seller, any right or license under any intellectual property right of Buyer by implication, estoppel or otherwise, except as expressly set forth in this Agreement. Buyer shall retain sole and exclusive ownership of the Licensed Intellectual Property. Seller acknowledges that by virtue of this Article VA it has and shall acquire no rights in the Licensed Intellectual Property, other than the limited rights expressly granted hereunder. Seller understands and agrees that from and after the Closing Date Buyer may alter, modify, improve, adapt, further develop, enhance or create derivative works from, any items of the Mammography Intellectual Property acquired hereunder (collectively, the “Buyer’s Modifications”). Nothing contained in this Agreement gives Seller any rights with respect to any of the Buyer’s Modifications. The parties agree that a breach by Seller of any of the covenants set forth in this Section 5A.2 could cause irreparable harm to Buyer, that Buyer’s remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach, a restraining order or injunction or both may be issued against any Seller and/or any of the subsidiaries, in addition to any other rights and remedies that are available to Buyer. In connection with any such action or proceeding for injunctive relief, Seller, on behalf of itself and each of its subsidiaries, hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted...

Additional Limitations and Restrictions. Notwithstanding any provision in this Agreement to the contrary, and in addition to any other consent or approval that may be required by the express terms of this Agreement, the Partnership shall not, and the Managing Partner shall have no authority to cause the Partnership to, do any of the following without the approval of TCI: (1) sell or otherwise dispose of, or cause or permit any Subsidiary to sell or otherwise dispose of, any assets of the Partnership or any Subsidiary, if such sale or other disposition would result in the allocation of income or gain to TCI pursuant to Section 4.4 and Code Section 704(c), except upon the liquidation and dissolution of the Partnership in accordance with Article 11; provided, however, that the limitations of this paragraph shall not apply to any pledging of assets by any Person to secure any indebtedness of such Person permitted by this Agreement (but such limitations shall nevertheless apply to any disposition of assets upon the exercise of any rights granted by such a pledge); or (2) liquidate or dissolve the Partnership except in accordance with Article 11 or liquidate or dissolve Century-TCI California or Century-TCI Holdings, LLC; or (3) issue any Partnership Interest or other equity interest in the Partnership or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any Partnership Interest or other equity interest in the Partnership, except on terms that are fair, from an economic standpoint, to the Partnership and the Partners; or (4) permit any Subsidiary to issue any equity interest in such Subsidiary or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any equity interest in such Subsidiary, except on terms that are fair, from an economic standpoint, to the Partnership and its Partners, other than an equity interest or option, warrant, or other instrument issued to the Partnership or to a Wholly Owned Subsidiary; or (5) admit any additional Partners to the Partnership or Century-TCI California except in accordance with Section 6.4 or Section 8.8; or (6) convert the Partnership or any Subsidiary that is a partnership or a limited liability company to corporate form or to any other form of business organization; or (7) purchase, redeem, retire, or otherwise acquire any Partnership Interests or other equity interest in the Partnership or...

Additional Limitations and Restrictions