Exclusivity Provision Sample Clauses

Exclusivity Provision. During the term hereof, the Customer agrees to purchase from the Company the Customer’s entire requirements for electric capacity and energy for its facilities and equipment at the service location (s) described in Exhibit A to this Agreement. The “entire requirements for capacity and energy” may exclude certain electric service requirements served by the Customers own generation as of the date of this Agreement. (Continued on Sheet No. 9.476)
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Exclusivity Provision. For twelve months from the Effective Date of this Purchase Order, Altair agrees to not sell Altair's Product to North America, European or South America based OEM bus manufacturers or their drive system or energy storage system suppliers (**other than to ****, ****, ****, ****, ****, **** ****, ****, ****, ****, ****, ****, ****, **** and their associated subsidiaries, sister companies and divisions or any military application) where such sale is specifically for immediate use in the deployment of any buses to be placed on the markets in North America, South America or Europe. This exclusivity provision does not apply in any way to any Altair chemistry, cells, BMS or other battery components (“Altair Components”) or to any battery module other than the Products or for the Products to be used in applications other than the heavy duty vehicles produced by Proterra. Further, Altair shall not be prevented by this Exclusivity Provision from working with or selling any Altair Components or battery module to bus manufacturers for busses which are to be used outside of North America, South America or Europe. Nor shall Altair at any time be restricted in any way from demonstrating the Products or any Altair Component to any entity, including bus designers, developers or manufacturers. **Customer is advised and hereby agrees: (1) this information identifying Altair’s customers is strictly confidential information of Altair and shall not be disclosed by Customer except with the Company’s Officers and legal counsel; (2) this information must be redacted by Customer before any other allowed disclosure of this Agreement may occur; (3) failure of Customer to abide by these restrictions will be grounds for immediate termination by Altair of this Agreement and such termination shall be without any liability to Altair.
Sample 1
Exclusivity Provision. During the term of this Agreement, Marketing agrees that Carrier will be the sole and exclusive provider of Services with respect to any Marketing Arrangements for Crude Petroleum that Carrier then has sufficient and proper assets and personnel to perform such Services required to be provided hereunder.
Sample 1
Exclusivity Provision. Notwithstanding anything contained herein to the contrary, under the auspices of the advanced exchange program only, Seller will supply Buyer's requirements for products referenced in Exhibit A-1 of this Amendment, Products and Pricing. Seller acknowledges and understands that Buyer will not guarantee a forecasted load and that any requirements to purchase from Seller after the eighteen (18) month period stated herein, shall be subject to Seller being competitive in price, delivery, quality, capacity, and turnaround time as described in the Level of Service Agreement, Exhibit D-1 herein.
Sample 1
Exclusivity Provision. Seller will not, directly or indirectly, without the prior written approval of Buyer: (a) offer for sale or lease the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets (except in the case of each of clauses (a) through (d) herein for sales of Purchased Assets in the ordinary course of business), (b) solicit offers to buy or lease the Lease Assets or all or any material portion of the Purchased Assets or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets, (c) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the Lease Assets or all or any material portion of the Purchased Assets, or (d) enter into any agreement with any party (other than Buyer) with respect to the sale or other disposition of the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or all or any material portion of the Purchased Assets or with respect to any merger, consolidation, or similar transaction involving any entity owning the Lease Assets or all or any material portion of the Purchased Assets. Notwithstanding the foregoing, if this Agreement is terminated by Buyer or Seller the restrictions set forth in this Section 11.01 shall cease to apply as of the date of such termination.
Sample 1
Exclusivity Provision. Seller will not, directly or indirectly, without the prior written approval of Buyer: (a) offer for sale or lease the Lease Assets or the Purchased Assets (or any material portion thereof) or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets (except in the case of each of clauses (a) through (d) herein for sales of Purchased Assets in the ordinary course of business), (b) solicit offers to buy or lease the Lease Assets or all or any material portion of the Purchased Assets or any ownership interest in any entity owning the Lease Assets or any of the Purchased Assets, (c) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the Lease Assets or all or any material portion of the Purchased Assets, or (d) enter into any agreement with any party (other than Buyer) with respect to the sale or other disposition of the Lease Assets or the Purchased Assets (or any material portion
Sample 1
Exclusivity Provision. If during the Term of the Agreement, BancTec directly or indirectly, individually, on behalf of any other person or legal entity, or for or on behalf of any person, corporation, partnership, company, trade association, agent, agency or other entity, engages in the business of selling or distributing any Internet Banking solution for BancTec's data center business other than the System, then nFront shall have the right to terminate this Agreement by giving BancTec ninety (90) days prior written notice. BancTec is not precluded from providing interfaces to other Internet banking solutions upon Customer's request, however, nFront retains such termination rights if BancTec receives revenue from any outside Internet banking vendor other than nFront for such interface or processing. Notwithstanding the above, should BancTec acquire (or be acquired by) a transaction processing business who has a substantially similar agreement with an alternate Internet banking provider, this Agreement will not limit BancTec's rights to generate revenue from the acquired (or acquiring) base.
Sample 1
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Exclusivity Provision. In the Exclusive Markets, Y2 shall only have the right to sell and market Joint Products, subject to and in accordance with the terms of this Agreement or a Subagreement, and shall not have the right to sell or market any Y2 Products, whether separately or in combination with the product(s) of a third party, without USGA's express prior written consent.
Sample 1

Related to Exclusivity Provision

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute. b. The provisions for indemnification and advancement of expenses set forth in the Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Articles, the By-laws, the vote of the Company’s shareholders or disinterested directors, insurance policies, other agreements or otherwise; and nothing in this Agreement shall be used to interpret or otherwise affect such other rights. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration after the Effective Date of the Articles or By-laws or any other agreement shall adversely affect the rights provided to Indemnitee under the Agreement.

  • Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

  • Nonexclusivity and Survival of Rights The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

  • NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION (a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. (c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”). 3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.

  • Additional Indemnification Rights Nonexclusivity the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.

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