Breach of Exclusivity Sample Clauses

Breach of Exclusivity. If, at any time during the Exclusivity Period, a Party is in breach of the restrictions set forth in Section 6.4.1(b), then the other Party shall have the right to terminate this Agreement immediately upon providing written notice of such termination, in which case the effects of termination set forth in Section 10.4.2 shall apply.
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Breach of Exclusivity. Each party agrees that should it breach any provision of this Section 7 ("Exclusivity") on three (3) or more separate occasions during the term of this Agreement (regardless of cure but subject to the notice provisions set forth herein), the non-breaching party shall no longer be bound by its exclusivity obligations as described in this Section 7 ("Exclusivity"). If a party materially breaches Section 7 ("Exclusivity") and does not cure such breach within a period of thirty (30) days following written notice thereof from the non-breaching party, then the non-breaching party shall have the right to terminate the Agreement by providing written notice of termination to the breaching party. If the non-breaching party elects not to terminate the Agreement pursuant to this Section 7.4 ("Breach of Exclusivity"), the non-breaching party will no longer be subject to the applicable requirements in this Section 7 ("Exclusivity") for the term of the Agreement. If E-Stamp terminates the Agreement pursuant to this Section 7.4 ("Breach of Exclusivity"), eBay shall refund to E-Stamp a pro rata portion of the fee paid to eBay during the applicable Quarter pursuant to Section 8.1(a) ("Fees and Payments - Fixed Fees"), the amount of such refund to be prorated through the date of termination. If either party terminates the Agreement pursuant to this Section 7.4 ("Breach of Exclusivity"), E-Stamp's ongoing future payment obligations will cease (except for payments due to eBay and not yet paid in full by E-Stamp).
Sample 1
Breach of Exclusivity. The Parties acknowledge that a breach or threatened breach of the exclusivity of the right to access, market and/or sell products granted in this Agreement will result in immediate and irreparable harm to the party receiving that exclusive right, entitling the party receiving that right to immediate injunctive relief. The parties further acknowledge that injunctive relief is in addition to all other remedies at law or in equity available to the receiving party.
Sample 1
Breach of Exclusivity. Any breach of the Select Comfort´s Exclusivity Obligation shall automatically release Supply Partner from the Supply Partner´s Exclusivity Obligation and vice versa. Any breach of Select Comfort´s Exclusivity Obligation or Supply Partner´s Exclusivity Obligation shall constitute material breach of this Agreement. Not later than 1 February of 2014 and each succeeding calendar year during the Term, Select Comfort and Supply Partner shall each provide the other Party with documentation evidencing its compliance with Select Comfort’s Exclusivity Obligation or Supply Partner’s Exclusivity Obligation, respectively. Exact scope of such documentation shall be mutually agreed by the Parties and the documentation shall constitute Confidential Information as defined by section 17.3 of this Agreement irrespective of whether it is marked as such.
Sample 1
Breach of Exclusivity. Other than for such joint sales calls as may be described in any marketing plan mutually agreed to by the Parties, or as otherwise agreed upon by the Parties, MagneGas shall not (directly or indirectly) contact or call upon any Customers in the Territory or cooperate with or support any person other than CSE, to promote the sale of, or sell Products in the Territory to Customers.
Sample 1

Related to Breach of Exclusivity

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • No Infringement by Third Parties To the Knowledge of the Company, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned or licensed by the Company, and no such claims have been brought against any third party by the Company.

  • Breach of Confidentiality The Parties agree that the disclosure of the Disclosing Party’s Proprietary Information in violation of this Agreement may cause the Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by the Receiving Party entitles disclosing Party to seek injunctive relief, in addition to any other legal or equitable remedies available to it, in any court of competent jurisdiction. For clarity, such disputes shall not be subject to Article XIII.

  • Breach of Warranty Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

  • Infringement by Third Party (a) Each party will promptly notify the other party of any infringement or possible infringement of any of the Patents or other Licensed Technology. Licensee shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, UM shall cooperate with Licensee, at UM’s expense. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on UM or grants any rights to the Licensed Technology which are inconsistent with the rights and obligations of Licensee or UM pursuant to this Agreement, without UM’s written consent.

  • Breach of Warranties In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Exodus will have the right immediately, in Exodus' sole discretion, to suspend any related Internet Data Center Services if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its business.

  • Infringement by Third Parties Genetronics and Ethicon shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Breach of Agreement and Indemnification 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.

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