Obligations and Limitations Sample Clauses

Obligations and Limitations. The receiving party shall maintain Confidential Information in confidence, except that the receiving party may disclose or permit the disclosure of Confidential Information to its trustees, directors, officers, employees, consultants, and advisors, who are obligated to maintain its confidential nature and who need to know the Confidential Information for purposes of this MOU. The receiving party may only use and reproduce Confidential Information to the extent necessary to carry out the purposes of this MOU.
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Obligations and Limitations. The Recipient shall for a period of the Term after receipt of the Discloser’s Confidential Information to: a) maintain Confidential Information in confidence using reasonable efforts (but efforts no less stringent than the efforts used to protect its own confidential information of like kind) except that: i) the Recipient may disclose or permit the disclosure of Confidential Information to its directors, officers, employees, consultants, vendors, and advisors who are obligated to maintain its confidential nature and who need to know the Confidential Information for the Purpose; and ii) when required to comply with applicable laws or regulations or with a court or administrative order, as long as the Recipient uses reasonable efforts to provide prompt written notice of the disclosure; and b) use the Confidential Information only for the Purpose.
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Obligations and Limitations. (a) The receiving party shall maintain Confidential Information in confidence, except that the receiving party may disclose or permit the disclosure of Confidential Information to its directors, officers, employees, consultants, and advisors who are obligated to maintain its confidential nature and who need to know the Confidential Information for purposes of this Agreement. (b) The receiving party may only use and reproduce Confidential Information to the extent necessary to carry out the purposes of this Agreement. (c) The obligations of this Agreement remain in effect for two (2) years after the Term or earlier return of Confidential Information, except that the obligation of the receiving party to return Confidential Information to the disclosing party as per Section 5 survives until fulfilled. Each Party agrees to not make, use, sell, offer for sale, or have made, any product or service based upon the Confidential Information provided to it without executing an agreement authorizing such use. Each Party further agrees not to reproduce in any form (except as required to accomplish the Purpose of this Agreement), analyze, modify, reverse engineer, decompile, create other works from, or disassemble the Confidential Information disclosed to it or any tangible materials included therein.
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Obligations and Limitations. 2.1 The following are obligations of the LICENSEE: a) To prepare the Licensed Products and Services with the quality expected by LICENSOR; b) To use the Trademarks in accordance with the forms of presentation, typography and figurative and graphic aspects informed by LICENSOR; c) To use capable and qualified professionals for due preparation of the Licensed Products and Services; d) Not to use the Trademarks in any form that violates or adversely affects the rights of LICENSOR and the reputation, integrity and validity of the Trademarks; e) Not to use the Trademarks so as to cause confusion in the public and in the consumers between the origin of the Licensed Products and Services and of the products and services of LICENSOR; f) Neither to register nor to attempt at registering, in Brazil or abroad, any trademark, trade name, domain name, image, logo or other word that is identical or similar to the Trademarks, including, but not limited to, the visual, tridimensional and stylistic aspect of the Trademarks, of any kind, in any branch of activity, without the prior and express written authorization of LICENSOR; g) To promptly inform LICENSOR whenever they become aware of the existence of any violation of any of the Trademarks, providing LICENSOR with all available information and data to assist it in the proposal of applicable measures against the violator. Pursuant to the provisions of Section 1.4 above, the Parties may act jointly in the filing and conduction of any of these measures. 2.2 The Parties acknowledge and agree that: a) The Trademarks are and shall remain the exclusive ownership of LICENSOR, and this Agreement shall not be construed so as to represent any impediment for LICENSOR to use or license the Trademarks at any time and for any purpose; b) LICENSEE may not adversely affect, in any way, the reputation and the Trademarks of LICENSOR and of its Affiliates, and it shall observe all instructions provided by LICENSOR with respect to the use of the trademarks as from the date of execution of this Agreement, as applicable. c) The rights and duties originating from this Agreement may be sublicensed, wholly or in part, by LICENSEE to its Affiliates, irrespective of any consent of LICENSOR. 2.2.1 The Parties agree that the rights of the Affiliates under Section 2.2 above shall be automatically extinguished in case the Person benefiting from these rights ceases from being an Affiliate of LICENSEE, except in the event of prior and express consent of ...
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Obligations and Limitations. The following are obligations of the LICENSEE:
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Obligations and Limitations. The Recipient shall maintain Confidential Information in confidence, except that the Recipient may disclose or permit the disclosure of Confidential Information to its directors, officers, employees, consultants, and advisors who are obligated to maintain its confidential nature and who need to know the Confidential Information for purposes of this Agreement.
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Related to Obligations and Limitations

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.

  • Restrictions and Limitations (a) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust. (b) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe. (c) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent, to the extent consistent with applicable securities laws: (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.

  • Exclusions and Limitations of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) NONE OF THE 8x8 PARTIES SHALL BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF THE 8x8 PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT FOR THE TWELVE- (12-) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING AND OTHER TERMS UNDER THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

  • Warranties and Limitations of Liability ARINC-IA and SAE- ITC’s support of the Activities and the services they provide are on an “AS IS” basis. ARINC-IA, SAE-ITC, AEEC, AMC, and FSEMC make no determination whether the ARINC Standards could be subject to valid claims or patent, copyright or other proprietary or intellectual property rights by third parties. ARINC- IA or SAE-ITC make no warranty, express, implied, written, or oral, as to the condition or nature of membership or any membership service as delivered or provided pursuant to this Agreement. ARINC-IA, SAE-ITC, AEEC, AMC, and FSEMC SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In no event shall these parties be liable for any direct, indirect, special, incidental, consequential, reliance, or any other damages, including, but not limited to, loss of revenue or profits, arising out of Member’s use of any of the services of the activities even if they have been advised of the possibility of such damages. No action, regardless of form, arising out of any claimed breach of the Agreement may be brought by either party more than one (1) year after the cause of action has accrued.