Exclusive Purchase and Supply Sample Clauses

Exclusive Purchase and Supply. SIENNA hereby retains and appoints NANOCOMPOSIX as its and its Affiliates’ and Sublicensees’ exclusive supplier of Materials, and of all materials similar to the Materials, in either case for use in the Field as permitted herein during the Supply Term (as defined below), and NANOCOMPOSIX hereby accepts such retention and appointment in accordance with the terms of this Agreement. Subject to SIENNA’S compliance with the terms of this Agreement, NANOCOMPOSIX hereby represents that during the Term it shall not [***] supply, provide or otherwise distribute Materials to third parties for use in the Field. NANOCOMPOSIX is [***] before selling Materials to customers. If NANOCOMPOSIX becomes aware that an end user is using Materials in the Field, then it will promptly notify SIENNA of the same and will not directly supply, [***] Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc. Materials to such end user until NANOCOMPOSIX has received written confirmation that such end user will not use the Materials in the Field. If NANOCOMPOSIX becomes aware that Materials are being purchased by an end user for use in the Field through one of NANOCOMPOSIX’S distributors, then NANOCOMPOSIX will promptly notify SIENNA of the same and will promptly instruct such distributor not to supply such end user with Materials until such distributor has received written confirmation that such end user will not use the Materials in the Field. As used herein, the “Supply Term” shall commence upon the Effective Date and expire upon the later of (i) SIENNA’S [***] of Licensed Products in the Field, or (ii) [***] years from the Prior Restatement Date.
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Exclusive Purchase and Supply. Except as set forth in Section 3.9 (Xxxxx’x Reserved Rights), during the Term, Lilly shall (itself or through its Affiliates or the Lilly Contractors) manufacture and sell the Product on an exclusive basis to Buyer in the Supply Territory (except as needed by Xxxxx to conduct its activities under this Agreement), and, prior to the commencement of performance under any Services Agreement to the extent mutually agreed by the Parties in accordance with Exhibit N, Buyer shall purchase its entire requirement of the Product from Lilly and no other Person under and in accordance with this Agreement. Except with Xxxxx’s advance written approval, Lilly shall not manufacture or sell the Product for any Third Party or for any territory outside of the Supply Territory, except to the extent set forth in Section 3.9 or provided for in the Transition Services Agreement as Lilly’s donations, sponsorships or gifts. Notwithstanding the foregoing, during the Term for so long as a Clinical Study is managed by or on behalf of Xxxxx or its Affiliate, Lilly shall have the right to provide Product (i.e., packaged for use in such Clinical Study) to itself or such Affiliate, or any Third Party managing such Clinical Study on behalf of Xxxxx or such Affiliate, in each case in the performance of the Transition Services Agreement in accordance with the terms thereof. Xxxxx shall amend or modify its agreements with Lilly Contractors, if necessary, to allow Buyer to ​ 12 ​ ​ ​ negotiate and enter into its own agreements with Lilly Contractors after the Closing Date; provided that Buyer shall, in accordance with the Transition Services Agreement, be responsible for all costs and expenses (including for FTEs) incurred by Xxxxx or any of its Affiliates or the Lilly Contractors in assisting Buyer pursuant to the foregoing, subject to the limitations and conditions with respect to the Service Charge as set forth in the Transition Services Agreement.
Sample 1
Exclusive Purchase and Supply. The Pantry Entities shall purchase from McLane, and XxXxxx shall sell to The Pantry Entities and deliver to the Stores, all of the Stores’ requirements of products within the Contracted Categories during the term of this agreement. However, the preceding sentence will not prohibit or limit The Pantry from purchasing from sources other than McLane (i) any goods for which McLane is not an approved supplier, (ii) branded fast-food operations, (iii) traditional direct store delivery (DSD) products from DSD vendors, and (iv) all types of products being purchased from third parties other than full-line convenience wholesalers (it being understood that McLane may at any time propose for additional business by mutual agreement between the parties on terms competitive with such third parties’ prices and other terms). For purposes of this agreement:
Sample 1
Exclusive Purchase and Supply. The Pantry Entities shall purchase from McLane, and XxXxxx shall sell to The Pantry Entities and deliver to the Stores, all of the Stores' requirements of products within the Contracted Categories during the term of this agreement. However, the preceding sentence will not prohibit or limit The Pantry from purchasing from sources other than McLane (i) any goods for which McLane is not an approved supplier, (ii) any branded goods for on-site fast­food operations, (iii) traditional direct store delivery (“DSD”) products from DSD vendors, (iv) all types of products being purchased from third parties other than full-line convenience wholesalers (it being understood that McLane may at any time supply such products by mutual agreement between the parties on terms competitive with such third parties' prices and other terms); and (v) any items which McLane is unable or unwilling to carry or for which such inventory will not satisfy XxXxxx’x inventory turn or other requirements. For purposes of this agreement:
Sample 1
Exclusive Purchase and Supply. The Stripes Entities shall purchase from XxXxxx, and XxXxxx shall sell to the Stripes Entities and deliver to the Stores, all of the Stores’ requirements of products within the Contracted Categories during the term of this agreement; provided, however, that, Stripes shall not be obligated to purchase (i) on an exclusive basis, any restaurant or foodservice products within the Contracted Categories, (ii) any products from McLane for any Store located outside of a XxXxxx distribution area, (iii) any product that McLane cannot or will not (within 30 days of a request by a Stripes Entity) sell and deliver to the Store(s) and (iv) any product that McLane cannot provide (or cannot provide requested allocations of) during the pendency of any force majeure event claimed under Section 7.13. For purposes of this agreement:
Sample 1

Related to Exclusive Purchase and Supply

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $22 1/4 per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters. The Firm Shares shall be registered by the American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:30 A.M., New York City time, on July 28, 1997, the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

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