Competitive Programs. Section 6.9.1 shall not apply if, during the Celgene Co-Co Term, any Party or its Affiliates merges or consolidates with, or otherwise acquires, a Third Party that is then engaged in activities that would otherwise constitute a breach of this Section 6.9 by any Party or its Affiliates (a “Competitive Program”) or acquires by license or otherwise a Competitive Program from a Third Party; it being understood and agreed that, unless the Parties agree otherwise in writing, such Party that is engaged in a Competitive Program (the “Competitive Program Party”) shall, within [***] after the date of such merger, consolidation or acquisition, notify the other Party that it intends to either: (i) terminate, or cause its relevant Affiliate to terminate, the Competitive Program or (ii) divest, or cause its relevant Affiliate to divest, whether by license or otherwise, the Competitive Program. If the Competitive Program Party notifies the other Party within such [***] period that it intends to terminate, or cause its relevant Affiliate to terminate, such Competitive Program, the Competitive Program Party or its relevant Affiliate, shall (i) terminate such Competitive Program as quickly as possible, and in any event within [***] (unless applicable Law requires a longer termination period) after the Competitive Program Party delivers such notice to the other Party; and (ii) confirm to the other Party when such termination has been completed, and the Competitive Program Party’s continuation of the Competitive Program during such [***] (or, as required by applicable Law, longer) period shall not constitute a breach of the Competitive Program Party’s exclusivity obligations under Section 6.9.1. If the Competitive Program Party notifies the other Party within such [***] period that it intends to divest such Competitive Program, the Competitive Program Party or its relevant Affiliate shall use all reasonable efforts to effect such divestiture as quickly as possible, and in any event within [***] after the Competitive Program Party delivers such notice to the other Party, and shall confirm to the other Party when such divestiture has been completed. If the Competitive Program Party or its relevant Affiliate fails to complete such divestiture within such [***] period, but has used reasonable efforts to effect such divestiture within such [***] period, then, unless otherwise required by applicable Law, such [***] period shall be extended for such additional reasonable period ther...
Competitive Programs. (a) Except as permitted in Article IX, the Saks Companies shall not during the Term, unless Household Bank agrees otherwise in writing, make available, or enter into the provision of, any credit program, credit facility or credit card program directed to customers who are individuals other than (i) credit provided in connection with the Program hereunder, (ii) credit provided by generally accepted multi-purpose credit or debit cards such as American Express, Mastercard, Visa and Discover, including any cooperative marketing program established to support such cards (except that any Co-Branded Card, even if issued by any of the foregoing, shall be prohibited), (iii) credit provided in connection with accounts for commercial or business customers, (iv) credit provided by merchandise vendors and (v) credit provided in connection with the NBGL Retained Accounts or in connection with any other accounts opened or acquired and retained by the Company or its affiliates consistent with Article IX.
(b) Notwithstanding anything to the contrary contained herein, there shall be no limit on the ability of the Company or its Affiliates to accept any credit card product, including in stores operated by the Company or its Affiliates, or to offer or accept in any way (i) any debit card or access device that does not provide the holder with the ability to obtain or access credit other than through an overdraft line of credit or (ii) any stored value, digital cash, electronic payments, prepaid card, smart card, gift card, or other access device that does not provide the holder with the ability to obtain or access credit other than through an overdraft line of credit.
Competitive Programs. Effective as of the Transaction Effective Date, the following is added to the Agreement as new Section 28, to follow new Section 27:
Competitive Programs. (a) At least once per calendar year, Barclays and Frontier shall consider (to the extent such terms and conditions are publicly known or otherwise known and not subject to any confidentiality obligations on the part of either Party) features, terms, conditions and other aspects of other co-branded credit card programs in the Benchmark Market in order to identify marketplace developments for possible inclusion in the Affinity Program to ensure that the Affinity Program remains competitive. If Barclays or Frontier determines that a change to the Affinity Program may be required, either Barclays or Frontier, depending upon which party shall provide the benefit, shall develop a plan with respect to implementation of such change, including the impact the proposed change would have, if any, on the Affinity Program economics, shall present such plan to the other party for its review, and, if both Barclays and Frontier agree that the proposed change should be implemented, the party that developed the plan shall employ commercially reasonable efforts to implement the proposed change.”
Competitive Programs. Section 5.2.1 shall not apply if, during the Term, Vividion or any of its Affiliates (other than in a Change of Control transaction with respect to such Party) merges or consolidates with, or otherwise acquires, a Third Party that is then engaged in activities that would otherwise constitute a breach of this Section 5.2 by Vividion or its Affiliates (a “Competitive Program”); it being understood and agreed that, unless the Parties agree otherwise in writing, if Vividion is engaged in a Competitive Program, then Vividion shall, within [***] days after the date of such merger, consolidation or acquisition, notify Celgene that it intends to either: (i) terminate, or cause its relevant Affiliate to terminate, the Competitive Program or (ii) divest, or cause its relevant Affiliate to divest, whether by license or otherwise, the Competitive Program. If Vividion notifies Celgene within such [***] day period that it intends to terminate, or cause its relevant Affiliate to terminate, such Competitive Program, Vividion or its relevant Affiliate, shall (A) terminate such Competitive Program as quickly as possible, and in any event within [***] days (unless applicable Law requires a longer termination period) after Vividion delivers such notice to Celgene; and (B) confirm to Celgene when such termination has been completed, and Vividion’s continuation of the Competitive Program during such [***] day (or, as required by applicable Law, longer) period shall not constitute a breach of Vividion’s exclusivity obligations under Section 5.2.1. If Vividion notifies Celgene within such [***] day period that it intends to divest such Competitive Program, Vividion or its relevant Affiliate shall use all reasonable efforts to effect such divestiture as quickly as possible, and in any event within [***] days after Vividion delivers such notice to Celgene, and shall confirm to Celgene when such divestiture has been completed. If Vividion or its relevant Affiliate fails to complete such divestiture within such [***] day period, but has used reasonable efforts to effect such divestiture within such [***] day period, then, unless otherwise required by applicable Law, such [***)] day period shall be extended for such additional reasonable period thereafter as is necessary to enable such Competitive Program to be in fact divested, not to exceed an additional [***] days; provided, however, that such additional [***] day period shall be extended for such period as is necessary to obtain a...
Competitive Programs. Sections 5.1 and 5.2 shall not apply if, during the Research Term, any Party or its Affiliates merges or consolidates with, or otherwise acquires, a Third Party that is then engaged in activities that would otherwise constitute a breach of this CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Competitive Programs. Pisa acknowledges and agrees that (a) conducts research, development, manufacturing and marketing programs and businesses that may be competitive with Pisa’s program to which the Materials relate (“Competitive Programs”), and (b) now possesses or may independently develop information and other materials that may be similar to the Confidential Information disclosed by Pisa to (“Similar Information”). Nothing in this Agreement shall be construed to preclude from (i) conducting the Competitive Programs, or (ii) using or in any way exploiting the Similar Information. In mutual terms, reciprocally acknowledges and agrees that Pisa (a) conducts research, development, manufacturing and marketing programs and businesses that may be competitive with ’s program to which the Materials relate (“Pisa Competitive Programs”), and (b) now possesses or may independently develop information and other materials that may be similar to the Confidential Information disclosed by Pisa to (“Pisa Similar
Competitive Programs. 12 Section 2.7
Competitive Programs. Filene's Basement shall not, unless Bank agrees in writing, make available, or enter into the provision of any credit program, credit facility, or credit card program other than (i) credit provided in connection with the Program hereunder; (ii) credit provided by generally accepted multi-purpose credit or charge cards such as American Express, Mastercard, Visa and Discover, including any cooperative marketing program established to support such cards (except that any so called "co-branded" card, even if issued by any of the foregoing, shall be prohibited); and (iii) credit provided in connection with accounts for commercial or business customers.
Competitive Programs. The Company acknowledges and agrees that AstraZeneca and its Affiliates (a) conduct research, development, manufacturing, and marketing programs and businesses that may be competitive with the Company’s business (the “Competitive Programs”), (b) manufacture, market, sell and distribute, and may develop, products and compounds that may be competitive with products and compounds related to the Company’s business (the “Competitive Products”), and (c) now possess or may independently develop information and other materials that are similar to the Confidential Information disclosed by or on behalf of the Company to AstraZeneca (the “Similar Information”). Nothing in this Agreement shall be construed to preclude AstraZeneca and its Affiliates from (w) conducting the Competitive Programs, (x) manufacturing, marketing, selling, distributing or developing the Competitive Products, (y) using or in any way exploiting the Similar Information, or (z) assigning any Representative who has been privy to the Company’s Confidential Information to perform work on the Competitive Programs or in connection with the Competitive Products.
