Sole and Exclusive Provider Sample Clauses

Sole and Exclusive Provider. NCC shall be the sole and exclusive provider to the Client of credit reports and products provided through Experian, Equifax and Transunion.
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Sole and Exclusive Provider. During the Term, Galileo shall be the sole and exclusive provider to Customer of all Services pursuant to this Agreement and Customer shall not engage any third party to perform or provide any such Services nor shall Customer perform or provide any Services related to processing of stored value, Association branded products. In addition to the Services to be provided, Customer agrees to rely upon Galileo during the Term of this Agreement as its exclusive source for all other existing and future processing requirements of Customer and its Affiliates with respect to Customer's Transaction Cards business; provided, however, Galileo may accept or refuse to provide these Services in Galileo's sole discretion. Notwithstanding the foregoing, if Customer requests Galileo in writing by thirty (30) days advance notice to provide a technology solution or other service not currently being performed by Galileo (the "Solution") under this Agreement (A) that Galileo either cannot or will not [Material marked with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.] provide to Customer or (B) if Galileo is willing to provide such Solution but on terms less favorable than a bona fide third party service provider has offered in writing to provide to Customer, then Customer may engage such third party to perform or provide the Solution. Customer shall bear all costs and expenses of developing and implementing the Solution including, without limitation, the costs of any equipment, hardware or software needed to make such Solution compatible with the Galileo System.
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Sole and Exclusive Provider. During the Term of this Agreement, FDRI shall be the sole and exclusive provider to Buyer and each of Buyer's Transaction Card Affiliates of all services provided under this Agreement in connection with Buyer's and each of Buyer's Transaction Card Affiliates, Sponsored Merchants, Nonsponsored Merchants and its other merchant related MasterCard and VISA credit and debit card operations ("Buyer's Merchant Activities"). Neither Buyer, any of Buyer's Transaction Card Affiliates, nor any third party other than FDRI shall perform or provide any services in connection with Buyer's Merchant Activities for Buyer or any of Buyer's Transaction Card Affiliates. Notwithstanding the foregoing, Buyer and Buyer's Transaction Card Affiliates may: (i) utilize the services of a third party for not more than 10% of the total aggregate volume of Batch Authorization and POS Authorization Inquiries generated by Merchants of Buyer and Buyer's Transaction Card Affiliates, and (ii) continue to obtain services from a third party in connection with those agent bank relationships which Buyer established prior to June 1, 1991.
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Sole and Exclusive Provider. During the Term, FDR shall be the sole and exclusive provider to Customer and its Affiliates of all signature and PIN based Transaction Card processing services for credit card and debit card issuing, and transaction processing, clearing and settlement through the Networks and VISA and MasterCard, and each of Customer and its Affiliates shall neither perform or provide any service similar to such services for itself nor engage any third party to perform or provide any such services. Anything in this Section 3.1 to the contrary notwithstanding, FDR understands that at the time of the execution of this Agreement Customer has issued and is receiving processing services from a third party in connection with certain debit accounts issued pursuant to VISA "BIN" 443105 (the "Excluded BIN"). Nothing in this Section 3.1 shall prevent Customer from maintaining and adding debit card accounts to the Excluded BIN during the Term of this Agreement.
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Sole and Exclusive Provider. 10 3.2 EXECUTION OF AGREEMENT BY CUSTOMER'S AFFILIATES ............ 11
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Sole and Exclusive Provider. (a) Except with respect to Excluded Arrangements, during the Term of this Agreement, (i) FDR shall be the sole and exclusive provider, in North America, to Customer of all Core Processing Services; (ii) Customer shall not, in North America, perform or provide any Core Processing Services for Customer without the consent of FDR; and (iii) Customer shall not agree with any third party to have such third party perform or provide, in North America, any Core Processing Services to Customer. An "Excluded Arrangement" is a written agreement between Customer and an Entity other than FDR, meeting all the following criteria: (i) it is entered into with an Issuer whose transactions are not processed by FDR, with respect to the issuance of Transaction Cards outside the United States; (ii) it is entered into following the date of this Agreement; (iii) it is entered into for purposes of facilitating Customer's Transaction Card issuing capabilities outside the United States. "Core Processing Services" means the Services marked with an "X" on Exhibit A, to the extent provided by FDR and used by Customer on the date of this Agreement with respect to Transaction Cards issued by Customer pursuant to a license from VISA or Master Card. The sole and exclusive rights of FDR set forth in this Agreement shall be limited to the Services marked with an "X" on Exhibit A.
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Sole and Exclusive Provider. During the Term, FDR shall be the sole and exclusive provider to Customer of all Services and Customer shall neither perform or provide any Services for itself nor engage any third party to perform or provide any such Services to Customer. Notwithstanding the foregoing, the parties hereby agree that those Cardholder Accounts of Customer related to Customer's FAMCO real estate secured credit card portfolio shall not be bound by the obligations set forth in this Section 3.1 until such time, if any, that such Cardholder Accounts are converted onto the FDR System.
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Related to Sole and Exclusive Provider

  • Sole and Exclusive Remedy (i) Subject to the Company’s right to specific performance set forth in Section 8.12 (and notwithstanding anything to the contrary in Section 7.2) and the rights of the Company to enforce the Equity Commitment Letter and the Guaranty, (A) the Company’s right to receive payment of the Parent Termination Fee pursuant to Section 7.3(b) (including, for the avoidance of doubt, from the Guarantors pursuant to their respective obligations under the Guaranty, subject to the limitations contained therein) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company, its Subsidiaries and its and their Affiliates against Parent, Merger Sub and any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, employee, agent, Affiliate, assignee, representative or Debt Financing Source of Parent or Merger Sub (any such Person, other than Parent and Merger Sub, a “Parent Recourse Related Party”) for any damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated, whether at law or equity, in contract, in tort or otherwise, and (B) except (1) as provided in the immediately foregoing clause (A), (2) for the obligations of Xxxxxxx Advisors (UK) Ltd. under the Confidentiality Agreement, (3) the obligations of the Guarantors under the Guaranty and the Equity Commitment Letter, and (4) for the reimbursement obligations of Parent pursuant to Section 5.14(c) and the indemnification obligations of Parent pursuant to Section 5.14(e), none of the Parent Recourse Related Parties will have any liability or obligation to the Company or any of its Affiliates relating to or arising out of this Agreement, the Equity Commitment Letter (except, for the avoidance of doubt, for the Guarantors’ obligations under the Equity Commitment Letter, subject to the limitations contained therein), the Guaranty (except, for the avoidance of doubt, for the Guarantors’ obligations under the Guaranty, subject to the limitations contained therein), the Debt Financing Commitment Letter or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. The parties acknowledge and agree that in no event will Parent or the Guarantors be required to pay the Parent Termination Fee on more than one occasion. For the avoidance of doubt, while the Company may pursue both a grant of specific performance under Section 8.12 and the payment of the Parent Termination Fee under this Section 7.3, as applicable, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and the payment of the Parent Termination Fee. (ii) The parties acknowledge and agree that in no event will the Company be required to pay the Company Termination Fee and the Parent Expenses or either alone on more than one occasion. For the avoidance of doubt, while Parent may pursue both a grant of specific performance under Section 8.12 and the payment of the Company Termination Fee or the Parent Expenses under this Section 7.3, as applicable, under no circumstances shall Parent be permitted or entitled to receive both a grant of specific performance and the payment of the Company Termination Fee or the Parent Expenses. (iii) The Company, Parent and Merger Sub acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and without these agreements, the parties hereto would not enter into this Agreement.

  • NONEXCLUSIVE AGREEMENT This is not an exclusive agreement. Apple is free to engage others to perform Services or provide Goods the same as or similar to Seller's. Seller is free to, and is encouraged to, advertise, offer, and provide Seller's Services and/or Goods to others; provided however, that Seller does not breach this Agreement.

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Nonexclusive Dealings This Agreement does not prevent either Party from providing or purchasing services to or from any other person nor, except as provided in Section 252(i) of the Act, does it obligate either Party to provide or purchase any services (except insofar as the Parties are obligated to provide access to Interconnection, services and Network Elements to <<customer_name>> as a requesting carrier under the Act).

  • Non-Exclusive Agreement Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

  • Exclusive Dealing (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) During the Pre-Closing Period, each of the Seller Guarantors, the Sellers, NewCo and the Company shall promptly notify Acquiror in writing after their receipt of, or any of their Affiliates or Representatives receipt of, (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential). During the Pre-Closing Period, the Company shall keep Acquiror fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquiror a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential).

  • Exclusive Dealings For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.

  • Monopolies and Exclusive Service Suppliers 1. Each Party shall ensure that any monopoly supplier of a service in its territory does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with that Party's Schedule of specific commitments. 2. Where a Party's monopoly supplier competes, either directly or through an affiliated company, in the supply of a service outside the scope of its monopoly rights and which is subject to that Party's Schedule of specific commitments, the Party shall ensure that such a supplier does not abuse its monopoly position to act in its territory in a manner inconsistent with such commitments. 3. If a Party has reason to believe that a monopoly supplier of a service of the other Party is acting in a manner inconsistent with paragraphs 1 or 2 above, it may request that Party establishing, maintaining or authorising such supplier to provide specific information concerning the relevant operations. 4. The provisions of this Article shall also apply to cases of exclusive service suppliers, where a Party, formally or in effect: (a) authorises or establishes a small number of service suppliers; and (b) substantially prevents competition among those suppliers in its territory.

  • Exclusive Agreement This is the entire Agreement between Contractor and Client.

  • Applicable Law and Exclusive Forum The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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