Certain Prohibitions Clause Samples

Certain Prohibitions. The Evaluation Laboratory is prohibited from prescribing, or directing the Provider to use, any particular Product design, or otherwise evaluating any Product designed to its own specifications. All Evaluation Laboratory activities shall be conducted in a manner as to not show partiality or provide for outside influence on test and evaluation processes. The Evaluation Laboratory shall not perform security evaluations on any Product in which it has any ownership or vested interest. The Evaluation Laboratory will limit its activities for Providers requesting security evaluations under the Evaluation Process to assessing the compliance of designs proposed by the Provider. The Evaluation Laboratory will not provide design solutions or concepts to any Provider to which it also provides security evaluation services under or pursuant to the Evaluation Process or this Agreement. Employees of the Evaluation Laboratory shall not perform design activities on any products for which the Evaluation Laboratory is also performing conformance security evaluations. Specifically, Evaluation Laboratory personnel shall not have: a) designed, b) developed original documentation for, or c) built, coded, or implemented any part of the Product to be tested. If the corporate group to which Evaluation Laboratory belongs has a design organization, that corporate group shall be organized such that: a) the Evaluation Laboratory has no ownership in the design organization, b) the Evaluation Laboratory has completely separate management from the design organization, and

Certain Prohibitions. Upon the termination of this Agreement Theatre agrees not to: a. for a period of one (1) year after termination of this Agreement, produce either directly or indirectly or rent its property to any person or entity producing, a country and eastern rock music variety shown which uses the word "County" in its name or in any trade name or trademark. b. for a period of one (1) year after termination of this Agreement, hire any person who was an employee of the Producer or any affiliated entity within the one-year period prior to the termination of this Agreement; or c. violate any copyright, trademark or common law intellectual property rights of CTE or any affiliated entity. The provisions of this paragraph shall survive the termination of this Agreement.

Certain Prohibitions. No General Partner shall borrow or withdraw for its own account any amount from the Partnership, except as expressly provided in this Agreement.

Certain Prohibitions. Adolor shall not, and the Existing Product Suppliers have agreed not to, manufacture, store or process any API Compound or Product in the same building in which Adolor, or its Product Suppliers, as the case may be, manufactures, stores or processes genotoxics, penicillins, genetically modified organisms, cephalosporins, sex hormones, anabolic steroids, and infectious agents (e.g., spore-bearing and live viruses), (collectively, “Potential Contaminants”) unless the Potential Contaminants are stored or manufactured in contained environments and in compliance with cleaning, validation and changeover standards of all cGMPs and all applicable Laws. Adolor shall promptly notify GSK as soon as Adolor has knowledge that any of the Potential Contaminants are to be manufactured, processed or stored in any portion of a facility which may result in the introduction of Potential Contaminants into the areas of a facility where Adolor, or its Product Suppliers, as the case may be, manufactures, processes or stores API Compound or Products. Adolor shall notify GSK promptly after Adolor has knowledge of such event, if Adolor, or its Product Suppliers, as applicable, intend to change the nature or use of any portion of a facility or any module to include the use of any of the Potential Contaminants. The Existing Product Suppliers have agreed to not make such changes if the change could reasonably be expected to result in a material adverse effect on the ability to fully perform the obligations under this Agreement and Adolor has not demonstrated to GSK’s reasonable satisfaction that such Potential Contaminants shall be completely segregated from the Products at all times.

Certain Prohibitions. The Sellers shall not, without the prior written consent of the Buyer (a) engage or take part in, or agree to engage or take part in, any reorganization or similar transaction, (b) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 3.6(a) if in effect on the date hereof or enter in to any contract, agreement, undertaking or commitment which cannot be assigned to the Buyer or a permitted assignee of the Buyer, (c) sell or otherwise dispose of any of their respective assets, other than sales of inventory in the ordinary course of business, (d) take, cause, agree to take or cause, or permit to occur any of the actions or events set forth in Section 3.5 of this Agreement, or (e) declare or make payment of any dividend or other distribution of cash or other property in respect of any of their capital stock, or redeem, purchase or otherwise acquire any such capital stock, or make any cash disbursements other than to pay ordinary course obligations reflected on the Closing Balance Sheet; PROVIDED HOWEVER, the Buyer's consent to the payment of dividends by the Sellers will not be withheld so long as the Sellers shall have demonstrated, to the reasonable satisfaction of the Buyer, that such dividends (A) are only out of retained earnings for periods ending on or prior to the Effective Closing Date, and (B) will not result in the Net Current Assets falling below $4,200,000.

Certain Prohibitions. The Seller shall not permit the Company to -------------------- (a) issue any equity or debt security or any options or warrants, (b) enter into any subscriptions, agreements, plans or other commitments pursuant to which the Company is or may become obligated to issue any of its debt or equity securities, (c) otherwise change or modify its capital structure, (d) engage in any reorganization or similar transaction or sell or otherwise dispose of any of its assets, other than sales of inventory in the ordinary course of business, (e) declare or make payment of any dividend or other distribution in respect of its capital stock or redeem, repurchase or otherwise acquire any of its capital stock unless such dividend, redemption, repurchase or acquisition is reflected in the Closing Balance Sheet, or (f) agree to take any of the foregoing actions.

Certain Prohibitions. BV agrees not to (a) during the term hereof or for one year thereafter, produce at the theater, either directly or indirectly, or rent the theater to any person or entity producing a country and western music variety show which uses the word "Country" in its name or in any trade name or trademark; (b) during the term hereof or for one year thereafter, hire any person who was an employee of the Company, CRCT, CTE or any affiliated entity within the one-year period prior to the termination of the Company; or (c) at any time, violate any copyright, trademark or common law intellectual property rights of CRCT, CTE or any affiliated entity.

Certain Prohibitions. CONTRACTOR acknowledges the provisions of section 957.06, Florida Statutes, which states that a contract entered into under this chapter does not authorize, allow, or imply a delegation of authority to CONTRACTOR to: 10.1. Choose the facility to which an inmate is initially assigned or subsequently transferred. CONTRACTOR may request, in writing, that an inmate be transferred to a facility operated by the DC. The Department, CONTRACTOR, and a representative of the DC shall develop and implement, maintain, and comply with the Transfer Agreement (Exhibit B) for transferring inmates between a correctional facility operated by the DC and a privately operated correctional facility. 10.2. Develop or adopt disciplinary rules or penalties that differ from the disciplinary rules and penalties that apply to inmates housed in correctional facilities operated by the DC. 10.3. Make a final determination on a disciplinary action that affects the liberty of an inmate. CONTRACTOR may remove an inmate from the general prison population during an emergency, before final resolution of a disciplinary hearing, or in response to an inmate's request for assigned housing in protective custody. 10.4. Make a decision that affects the sentence imposed upon or the time served by an inmate, including a decision to award, deny, or forfeit gain-time. 10.5. Make recommendations to the Parole Commission with respect to the denial or granting of parole, control release, conditional release, or conditional medical release. However, CONTRACTOR may submit written reports to the Parole Commission and must respond to a written request by the Parole Commission for information. 10.6. Develop and implement requirements that inmates engage in any type of work, except to the extent that those requirements are accepted by the Department. 10.7. Determine inmate eligibility for any form of conditional, temporary, or permanent release from a correctional facility.

Certain Prohibitions. Supplier shall not manufacture, store or -------------------- process any Product in the same building in which Supplier manufactures, stores or processes cephalosporins, sex hormones, anabolic steroids, and infectious agents (e.g., spore-bearing and live viruses), (collectively, "Potential Contaminants") unless the Potential Contaminants are stored or manufactured in contained environments and in compliance with cleaning, validation and changeover standards of all CGMPs, subject to GWI's reasonable satisfaction. Supplier shall promptly notify GWI if any of the Potential Contaminants are manufactured, processed or stored in the Facility or any other facility where Supplier manufactures, processes or stores Products. Supplier shall notify GWI by not later than the earlier to occur of (i) 120 days prior to such event or (ii) Supplier's knowledge of such event, if Supplier intends to change the nature or use of any portion [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 106 of the Facility or any module, including the use of any of the Potential Contaminants, and Supplier shall not make such changes if there would result material adverse effect on its ability to fully perform its obligations under this Agreement, including the timely supply and delivery of Products.