6Exclusivity Sample Clauses
6Exclusivity. Following the date of this Agreement through the earlier of (x) the Closing and (y) the termination of this Agreement pursuant to Section 10.1, each Seller Party, on behalf of itself and its Affiliates, agrees that such Seller Party shall not, and shall cause its officers, directors, managers, employees, agents or representatives not to, (i) solicit, initiate, or knowingly encourage any proposal or offer from any Person (other than Buyer) relating to the acquisition, sale or disposition of any Seller Licenses (a “License Transaction”), (ii) engage in, continue or otherwise participate in any discussions, communications or negotiations with any third party concerning a License Transaction; (iii) enter into any agreement or agreement in principle (in each case, whether written or oral) with any third party concerning a License Transaction; or (iv) otherwise knowingly facilitate any effort or attempt by any third party to make a proposal or offer concerning a License Transaction; provided; however, that nothing herein shall limit the Seller Parties’ right to sell or dispose of any Excluded Licenses.
6Exclusivity. (a) Except (i) as expressly provided for in this Agreement or in the Ancillary Agreements in accordance with their terms and (ii) with respect to Losses resulting from Fraud, from and after the Closing, each Party’s sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Business, the Purchased Assets, the Assumed Liabilities, or the transactions contemplated by this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and the remedies in Section 11.13, as applicable. In furtherance of the foregoing, each Party hereby waives, from and after the Closing, any and all rights, claims and causes of action whether based on warranty, in contract, in tort (including negligence, strict liability or innocent or negligent misrepresentation or misstatement) or otherwise that such Party or any other Purchaser Indemnitee or Seller Indemnitee, as applicable, may have against the other Party, any of its Affiliates or any other Person, arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article IX, the remedies in Section 11.13, and except with respect to Losses resulting from Fraud. Notwithstanding anything to the contrary contained in this Agreement, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of one Party, on the one hand, or the other Party, on the other hand, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.
(b) Purchaser, on behalf of itself and each other Purchaser Indemnitee, acknowledges and agrees that ▇▇▇▇▇▇▇’s indemnification obligations under Article IX will be paid solely as follows: (A) first, by way of deduction and set off against any (i) Royalty or (ii) Milestone Payment, in each case, owed by Purchaser to the Seller and (B) second, by direct payment by Seller to the applicable Purchaser Indemnitee (other than with respect to claims for indemnification under Section 9.1(a) for breach of representations and warranties of Seller that are not Seller Specified Representations, which shall only be payable pursuant to clause (A)(i)); provided, that nothing herein shall in any way limit the Purchaser’s recourse against any Person in respect of Fraud.
6Exclusivity. The remedies contained in this Section 6 are intended to provide the sole and exclusive remedy of Purchaser following the Closing as to all money damages for any action arising out of the subject matter of this Agreement.
6Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Article XI hereof, the Seller will not, and will cause its Affiliates, including the Company Entities not to, take or permit any other Person on its behalf to take any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person (other than Buyer and Buyer’s Representatives) concerning any purchase of the Shares, any merger, consolidation, combination, share exchange or issuance or recapitalization involving the Seller or the Company Entities, any sale, lease exchange or other disposition of all or substantially all of the assets of the Company Entities or similar transaction involving the Company Entities (other than assets sold in the Ordinary Course of Business) (a “Competing Transaction”). The Seller shall, and shall cause its Affiliates, including the Company Entities, and their respective Representatives to, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any Competing Transaction and any sale of any material amount of assets of the Company or other similar transaction. In addition, Seller will promptly (and in any event within three (3) Business Days after receipt thereof by Seller, their Affiliates or any of their Representatives) advise the Buyer orally and in writing of any inquiry, proposal or offer from any Person concerning an Competing Transaction, any request for information with respect to any Competing Transaction, or any inquiry with respect to or which could reasonably be expected to result in an Competing Transaction, the material terms and conditions of such inquiry, proposal, offer or request, and the identity of the Person making such inquiry, proposal, offer or request.