Effect of Termination of Limited Exclusivity Sample Clauses

Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between Continental and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by Netcentives, [.....]; and (ii) beginning ninety (90) days after receipt of the Notice by Netcentives, Continental shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives. Any sales by Continental to a Direct Competitor of Netcentives prior to the expiration of such period shall be considered a material breach of this Agreement. Each party agrees that its obligations under Limited Exclusivity as provided herein are necessary and reasonable in order to protect Netcentives and its business, and each party expressly agrees that monetary damages would be inadequate to compensate Netcentives for any breach by Continental of its Limited Exclusivity related covenants and agreements. Accordingly, each party agrees and acknowledges that any such violation would cause irreparable injury to Netcentives and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Netcentives shall be entitled to obtain injunctive relief against any such breach or the continuation of any such breach by Continental, without the necessity of proving actual damages. Notwithstanding the above, Netcentives recognizes that third parties may obtain Miles through Continental's "Miles of Thanks" program, and that it is not always possible to determine the intended use of the Miles purchased in the "Miles of Thanks" program. Continental will use commercially reasonable efforts to prevent any Direct Competitor of Netcentives from purchasing miles through the "Miles of Thanks" program, but if, after having done so, a Direct competitor of Netcentives obtains miles, Continental will not be in breach of the Limited Exclusivity Provision of this Agreement, provided however, that if Netcentives identifies such Direct ---------------- Competitor of Netcentives and provides for Continental opportunity to cure by removing participation by such Direct Competitor of Netcentives, Continental will be in breach of this Agreement if it fails to: a) immediately refuse to sell additional "Miles of Thanks" Miles to...
Sample 1
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Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between NW and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by the non-terminating party, [****]; (ii) immediately upon receipt of the Notice by the non-terminating party, designees of NW shall no longer be permitted to participate on the Partner Advisory Board; and (iii) [****] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. beginning [****] after receipt of the Notice by the non-terminating party, NW shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives.
Sample 1
Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between MPI and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity: (i) effective forty-five (45) days after receipt of the Notice, MPI shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, (ii) effective on and after forty-five (45) days after receipt of the Notice by Netcentives, Netcentives shall no longer be required to meet any guaranteed purchase commitments as set forth in Section 2.1(b) and (iii) effective on and after forty-five (45) days after receipt of the Notice by Netcentives, the price paid by Netcentives for Miles purchased thereafter shall be adjusted to $0.015 per Mile. Any sales by United or MPI to a Direct Competitor of Netcentives prior to the expiration of such Limited Exclusivity period shall be considered a material breach of this Agreement by MPI, unless excepted in Section 5.1(a) in accordance with the provisions of this Section 5.1(c).
Sample 1
Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between MPI and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity: (i) immediately upon receipt of the Notice by the non-terminating party, Netcentives shall no longer be responsible for meeting the minimum volume purchase requirements as set forth in Exhibit B, (ii) beginning [***] after receipt of the Notice by the non- --------- terminating party, MPI shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, and (iii) if such Notice is delivered by MPI, then effective on and after [***] after receipt of the Notice by Netcentives, [***], as set forth in Exhibit B. Any sales by United or MPI --------- to a Direct Competitor of Netcentives prior to the expiration of such Limited Exclusivity period shall be considered a material breach of this Agreement by MPI, unless excepted in Section 5.1(a) in accordance with the provisions of this Section 5.1(c).
Sample 1
Effect of Termination of Limited Exclusivity. Termination of the -------------------------------------------- relationship of Limited Exclusivity between US Airways and Netcentives shall not affect the obligations of the parties under this Agreement except that upon the termination of the relationship of Limited Exclusivity, in addition to the loss of certain other rights as set forth in other Agreements between the parties, (i) immediately upon receipt of the Notice by Netcentives, Netcentives shall no longer be responsible for meeting the volume purchase requirements as set forth in this Agreement, (ii) beginning [***] after receipt of the Notice by Netcentives, US Airways shall be permitted to sell Miles to any third party, including a Direct Competitor of Netcentives, [.....]. Each party agrees that its obligations under Limited Exclusivity as provided herein are necessary and reasonable in order to protect Netcentives and its business, and each party expressly agrees that monetary damages would be inadequate to compensate Netcentives for any breach by US Airways of its Limited Exclusivity related covenants and agreements. Accordingly, each party agrees and acknowledges that any such violation would cause irreparable injury to Netcentives and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Netcentives shall be entitled to obtain injunctive relief against any such breach or the continuation of any such breach by US Airways, without the necessity of proving actual damages.
Sample 1

Related to Effect of Termination of Limited Exclusivity

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

  • Effect of Termination Upon termination of this Agreement:

  • Termination of License Upon the expiration or earlier termination of this Agreement (or of a Licensee’s rights to use the Citi Marks hereunder, in which case the following provisions of this Section 6.02 shall apply only with respect to such Licensee):

  • Effect of Termination; Survival In the event of any termination of this Agreement pursuant to Section 2.1, this Agreement shall be terminated, and there shall be no further liability or obligation hereunder on the part of any Party, other than Section 1.6, Section 1.9, this Section 2.2 and Article III, which provisions shall survive such termination; provided, however, that nothing contained in this Agreement (including this Section 2.2) shall relieve a Party from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to the extent occurring prior to such termination.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Manner and Effect of Termination Written notice of any termination ("Termination Notice") pursuant to this Section 10 shall be given by the party electing termination of this Agreement ("Terminating Party") to the other party or parties (collectively, the "Terminated Party"), and such notice shall state the reason for termination. The party or parties receiving Termination Notice shall have a period of ten (10) days after receipt of Termination Notice to cure the matters giving rise to such termination to the reasonable satisfaction of the Terminating Party. If the matters giving rise to termination are not cured as required hereby, this Agreement shall be terminated effective as of the close of business on the tenth (10th) day following the Terminated Party's receipt of Termination Notice. Upon termination of this Agreement prior to the consummation of the Closing and in accordance with the terms hereof, this Agreement shall become void and of no effect, and none of the parties shall have any liability to the others, except that nothing contained herein shall relieve any party from: (a) its obligations under Sections 2.2 and 2.3; or (b) liability for its intentional breach of any representation, warranty or covenant contained herein, or its intentional failure to comply with the terms and conditions of this Agreement or to perform its obligations hereunder.

  • 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.

  • Effect of Expiration and Termination Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Articles 2, 5, 8, and Sections 3.8.1, 3.12, 7.4 and 9.11 shall survive the expiration or termination of this Agreement.

  • TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

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