Exclusivity Provision Clause Samples

An Exclusivity Provision is a contractual clause that restricts one or both parties from engaging in negotiations or similar agreements with third parties regarding the subject matter of the contract for a specified period. Typically, this means that, for example, a seller agrees not to solicit or entertain offers from other potential buyers while negotiations with the current buyer are ongoing. This provision ensures that the negotiating party has a dedicated opportunity to finalize the deal without competition, thereby protecting their investment of time and resources and reducing the risk of being outbid or losing the deal to another party.
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Exclusivity Provision. If during the Term of the Agreement, BancTec directly or indirectly, individually, on behalf of any other person or legal entity, or for or on behalf of any person, corporation, partnership, company, trade association, agent, agency or other entity, engages in the business of selling or distributing any Internet Banking solution for BancTec's data center business other than the System, then nFront shall have the right to terminate this Agreement by giving BancTec ninety (90) days prior written notice. BancTec is not precluded from providing interfaces to other Internet banking solutions upon Customer's request, however, nFront retains such termination rights if BancTec receives revenue from any outside Internet banking vendor other than nFront for such interface or processing. Notwithstanding the above, should BancTec acquire (or be acquired by) a transaction processing business who has a substantially similar agreement with an alternate Internet banking provider, this Agreement will not limit BancTec's rights to generate revenue from the acquired (or acquiring) base.
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Exclusivity Provision. During the term hereof, the Customer agrees to purchase from the Company the Customer’s entire requirements for electric capacity and energy for its facilities and equipment at the service location (s) described in Exhibit A to this Agreement. The “entire requirements for capacity and energy” may exclude certain electric service requirements served by the Customers own generation as of the date of this Agreement. (Continued on Sheet No. 9.476)
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Exclusivity Provision. Seller will not, directly or indirectly, without the prior written approval of Buyer: (a) offer for sale or lease the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets (except in the case of each of clauses (a) through (d) herein for sales of Purchased Assets in the ordinary course of business), (b) solicit offers to buy or lease the Lease Assets or all or any material portion of the Purchased Assets or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets, (c) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the Lease Assets or all or any material portion of the Purchased Assets, or (d) enter into any agreement with any party (other than Buyer) with respect to the sale or other disposition of the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or all or any material portion of the Purchased Assets or with respect to any merger, consolidation, or similar transaction involving any entity owning the Lease Assets or all or any material portion of the Purchased Assets. Notwithstanding the foregoing, if this Agreement is terminated by Buyer or Seller the restrictions set forth in this Section 11.01 shall cease to apply as of the date of such termination.
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Exclusivity Provision. During the term of this Agreement, Marketing agrees that Carrier will be the sole and exclusive provider of Services with respect to any Marketing Arrangements for Crude Petroleum that Carrier then has sufficient and proper assets and personnel to perform such Services required to be provided hereunder.
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Exclusivity Provision. In the Exclusive Markets, Y2 shall only have the right to sell and market Joint Products, subject to and in accordance with the terms of this Agreement or a Subagreement, and shall not have the right to sell or market any Y2 Products, whether separately or in combination with the product(s) of a third party, without USGA's express prior written consent.
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Exclusivity Provision. Notwithstanding anything contained herein to the contrary, under the auspices of the advanced exchange program only, Seller will supply Buyer's requirements for products referenced in Exhibit A-1 of this Amendment, Products and Pricing. Seller acknowledges and understands that Buyer will not guarantee a forecasted load and that any requirements to purchase from Seller after the eighteen (18) month period stated herein, shall be subject to Seller being competitive in price, delivery, quality, capacity, and turnaround time as described in the Level of Service Agreement, Exhibit D-1 herein.
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Exclusivity Provision. For twelve months from the Effective Date of this Purchase Order, Altair agrees to not sell Altair's Product to North America, European or South America based OEM bus manufacturers or their drive system or energy storage system suppliers (**other than to ****, ****, ****, ****, ****, **** ****, ****, ****, ****, ****, ****, ****, **** and their associated subsidiaries, sister companies and divisions or any military application) where such sale is specifically for immediate use in the deployment of any buses to be placed on the markets in North America, South America or Europe. This exclusivity provision does not apply in any way to any Altair chemistry, cells, BMS or other battery components (“Altair Components”) or to any battery module other than the Products or for the Products to be used in applications other than the heavy duty vehicles produced by Proterra. Further, Altair shall not be prevented by this Exclusivity Provision from working with or selling any Altair Components or battery module to bus manufacturers for busses which are to be used outside of North America, South America or Europe. Nor shall Altair at any time be restricted in any way from demonstrating the Products or any Altair Component to any entity, including bus designers, developers or manufacturers. **Customer is advised and hereby agrees: (1) this information identifying Altair’s customers is strictly confidential information of Altair and shall not be disclosed by Customer except with the Company’s Officers and legal counsel; (2) this information must be redacted by Customer before any other allowed disclosure of this Agreement may occur; (3) failure of Customer to abide by these restrictions will be grounds for immediate termination by Altair of this Agreement and such termination shall be without any liability to Altair.
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Exclusivity Provision. Seller will not, directly or indirectly, without the prior written approval of Buyer: (a) offer for sale or lease the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets (except in the case of each of clauses (a) through (d) herein for sales of Purchased Assets in the ordinary course of business), (b) solicit offers to buy or lease the Lease Assets or all or any material portion of the Purchased Assets or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets, (c) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the Lease Assets or all or any material portion of the Purchased Assets, or (d) enter into any agreement with any party (other than Buyer) with respect to the sale or other disposition of the Lease Assets or the Purchased Assets (or any material portion
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Related to Exclusivity Provision

  • Confidentiality Provisions 7.1 Pursuant to 42 USC 1396r-8(b)(3)(D), the parties agree that information disclosed by the Manufacturer under this Agreement in a form which discloses the identity of a specific Manufacturer or the prices charged for drugs by the Manufacturer is confidential and shall not be disclosed except as necessary to carry out the Agreement or as may be required by judicial order. Therefore, the Department agrees that confidential information provided to the Department under this Agreement, including the Agreement itself is exempted from disclosure by statute. To the extent that the Department utilizes the services of a third-party to develop and maintain the PDL or to administer any part of this Agreement, all provisions of this section shall apply to the third- party, and the Department shall have the third-party sign a written agreement ensuring the third- party will comply with all aspects of this section. In the event that the Department is required by law to disclose any provision of this Agreement or pricing information to any person other than as provided above, the Department shall provide advance written notice to the Manufacturer sufficiently in advance of the proposed disclosure to allow the Manufacturer to seek a protective order or other relief. 7.2 The parties agree that information revealing the identity of Medicaid recipients is confidential and shall not be disclosed except as necessary to carry out this Agreement or as may be required by judicial order. The foregoing shall not prevent the disclosure by the Manufacturer to the Department of information regarding the National Rebates for Covered Products. 7.3 The Manufacturer will hold the Utilization Information confidential. If the Manufacturer audits this information or receives further information on such data, that information shall also be held confidential. The Manufacturer shall have the right to disclose Utilization Information to auditors who agree to keep such information confidential. 7.4 The provisions of this section and any confidentiality agreement executed pursuant to this section shall survive termination or expiration of this Agreement.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

  • SEVERABILITY PROVISION In the event that any court of competent jurisdiction shall hold any provision of this Agreement unenforceable or invalid, such holding shall not invalidate or render unenforceable any other provision hereof.

  • Hospitality Provisions The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such property enforceable by the Trust against such franchisor, either directly or as an assignee of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.