Exclusivity and Right of First Refusal. (a) Horizon covenants and agrees that the licenses granted herein shall be Exclusive (as defined below) during the period from the Effective Date until the two year anniversary thereof (the "Initial Exclusivity Period"). This period shall be extended for additional one-year periods (each one-year period being an "Extended Exclusivity Period") if at the end of the Initial Exclusivity Period and, subsequent thereto, at the end of an Extended Exclusivity Period, either (i) the asset balance of all outstanding Trusts equals or exceeds $250 million or (ii) Xxx Xxxxxx pays Horizon an up front annual minimum license fee with respect to each Extended Exclusivity Period equal to (A) $62,500 plus (B) $62,500 minus two and one-half basis points (0.025%) of the asset balance of all outstanding Trusts. "Exclusive" as used herein shall mean that neither Horizon nor anyone acting on its behalf shall take any action to market or promote any UIT based on an Enhanced Sector Strategy other than the Trusts or shall permit the use of any of the Property in connection with the creation, marketing or promotion of any UIT other than the Trusts. Except as provided in Section 4(b), nothing contained herein shall limit the right of Horizon to sponsor, create, market or promote any investment company (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, disregarding the provisions of Sections 3(b) and 3(c) thereof), other than a UIT.
Exclusivity and Right of First Refusal. In consideration of the compensation and services to be provided herein, Subscriber grants to Provider the exclusive right to install and maintain telephones and/or Correctional Communications Systems of any type, including the Telephone System, Video Visitation System, Secure Electronic Messaging System and hand- held tablets (the “Correctional Communications Systems”) within its Facility or on its private property (Location) during the term of this Agreement. Provider and Subscriber have agreed upon specific rates for calls, remote video visitation and messaging, as well as ancillary correctional communications technologies as described in Attachment A – Rates, Fees and Revenue-Share of this Agreement. Except for existing third-party vendors and only until such third-party vendor’s contract expires, Subscriber will not allow any products or services that compete with any of those products or services that are or could be supplied by Provider during the term of this Agreement to be, or to remain, installed at Subscriber’s Facility, including any present or future Subscriber Facilities. Provider will have the exclusive right to provide those products and services to be installed, implemented, or used at Subscriber’s Facility throughout the term of this Agreement, including any renewals and/or extensions of this Agreement, and shall also have the exclusive right to install, monitor, and provide services for any other Correctional Communication Systems, including but not limited to communications, educational or entertainment products or services, tablets, video visitation, secure electronic messaging and electronic mail, sought by Subscriber to be used, installed, or implemented at the Facility during the term of this Agreement, whether the products or services are for incarcerated persons located at Subscriber’s Facility or at third-party Facilities owned and/or managed by Subscriber; however, Provider shall not be obligated to exercise this exclusive right.
Exclusivity and Right of First Refusal. Premises Provider will not allow any products or services that compete with those supplied by Company during the term of the Agreement to be, or to remain, installed at any Premises Provider facilities, including present and future Premises Provider locations. Company will have the exclusive right to provide the products and services implemented at Premises Provider facilities through the Tablets, and otherwise through the Agreement, and those other inmate communication, educational or entertainment products or services sought by Premises Provider during the term of the Agreement, including any products or services that may be delivered through a Tablet, whether the products or services are for inmates located at a Premises Provider facilities or at third-party facilities; provided, however, that Company may choose to not exercise this exclusive right. Company will also have the exclusive right to provide Premises Provider the products and services delivered under the Agreement for the period after its termination if Company matches the material financial and services conditions of a bona fide offer of any third party to provide these products and services, or any portion thereof, that Premises Provider is prepared to accept. Premises Provider will provide Company with the terms of such third-party offer in writing and no less than ten (10) business days to exercise its rights herein. Upon exercise by Company, the Agreement will renew with the modified financial and services terms for the extended period contemplated by the third-party offer.
Exclusivity and Right of First Refusal. (a) C&S covenants and agrees that, for three (3) years from the date first above written, neither C&S, nor anyone acting on its behalf, shall be associated or involved with any UIT sponsor, distributor or seller in the creation, marketing or sale of any non-exchange traded UIT selected using parameters substantially similar to those described in Exhibit A within the United States other than the Trusts.
Exclusivity and Right of First Refusal. 5.0 The parties agree that, during the Initial Term and during any Renewal Term, WEG shall be the exclusive authorized entity to operate the program to bring Chinese Foreign Students to TCAPS. WEG acknowledges and agrees that TCAPS and the Dalian University of Technology has a pre-existing relationship and that relationship may continue during the Initial and Renewal Terms of this Agreement notwithstanding any language contained within this Agreement.
Exclusivity and Right of First Refusal. (a) Horizon covenants and agrees that during the term of this Agreement, but in no case less than five (5) years from the Effective Date, neither Horizon, nor anyone acting on its behalf, shall be associated or involved with any unit investment trust sponsor, distributor or seller in the creation, marketing or sale of any non-exchange traded unit investment trust based on the selection criteria set forth in Exhibit A within the United States other than the Trusts. Nothing contained herein shall limit the right of Horizon to sponsor, create, market or promote any investment company (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, disregarding the provisions of Sections 3(b) and 3(c) thereof), other than a unit investment trust.
Exclusivity and Right of First Refusal. (a) Horizon covenants and agrees that during the term of this Agreement, neither Horizon, nor anyone acting on its behalf, shall be associated or involved with any unit investment trust sponsor, distributor or seller in the creation, marketing or sale of any non-exchange traded unit investment trust based on the selection criteria set forth in Exhibit A within the United States other than the Trusts. Nothing contained herein shall limit the right of Horizon to sponsor, create, market or promote any investment company (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, disregarding the provisions of Sections 3(b) and 3(c) thereof), other than a unit investment trust.
Exclusivity and Right of First Refusal. (a) IPOX covenants and agrees that Xxx Xxxxxx shall be the exclusive sponsor, distributor or seller in connection with the creation, administration, management, marketing or sale of any non-exchange-traded UIT based upon any U.S. IPOX Index within the United States during the period from the Effective Date until the two year anniversary thereof (the "Initial Exclusivity Period"). The Initial Exclusivity Period shall be extended until the three year anniversary of the Effective Date (the "Extended Exclusivity Period") if at the end of the Initial Exclusivity Period either (i) the aggregate sales of Units of all Trusts, whether or not currently outstanding, equals at least $200 million or (ii) Xxx Xxxxxx pays IPOX an exclusivity fee equal to 12 basis points (.12%) multiplied by the difference between $200 million and the actual aggregate sales of Units of all Trusts. The Extended Exclusivity Period shall be extended for the remaining term of the Agreement if at the end of the Extended Exclusivity Period either (i) the aggregate sales of Units of all Trusts, whether or not currently outstanding, equals at least $300 million or (ii) Xxx Xxxxxx pays IPOX an exclusivity fee equal to 12 basis points (.12%) multiplied by the difference between $300 million and the actual aggregate sales of Units of all Trusts. Any exclusivity fee paid pursuant to this Section 4 shall be paid in addition to any license fee payable pursuant to Section 2. Nothing contained herein shall limit the right of IPOX to participate in the sponsoring, creation, marketing or promotion of any exchange-traded funds (even those structured as a UIT), private placements, separately managed accounts, or any product not subject to the registration requirements under the Investment Company Act of 1940, as amended.
Exclusivity and Right of First Refusal. 3.01. Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, neither XSPA nor any of its affiliates shall, directly or indirectly, sell, offer for sale, market or promote any digital meditation or digital sleep products (other than the Products), including online or in any Store in the Territory, without the express prior written consent of Calm.
Exclusivity and Right of First Refusal. (a) Stanford covenants and agrees that during the term of this Agreement, but in no case less than five (5) years from the Effective Date, neither Stanford, nor anyone acting on its behalf, shall be associated or involved with any unit investment trust sponsor, distributor or seller in the creation, marketing or sale of any non-exchange traded unit investment trust based on the selection criteria set forth in Exhibit A within the United States other than the Trusts. Nothing contained herein shall limit the right of Stanford to sponsor, create, market or promote any investment company (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, disregarding the provisions of Sections 3(b) and 3(c) thereof), other than a unit investment trust.
