Exclusivity Exception definition

Exclusivity Exception has the meaning set forth in Section 2.1.
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Exclusivity Exception means the following exception to the specific exclusivity rights of FDMS set forth in this Agreement to provide Fulfillment Services for Joint Programs (including the CoolDining Program): the right of CSI to enter into an agreement with American Express, Discover, a private label card for which FDMS provides less than 50% of all settlement services, and/or Alliance Data Systems, Inc. pursuant to which such party will provide Fulfillment Services for a Joint Program or for another program that provides for the issuance of a discount directly to a CSI Member's American Express, Discover, or private label card, upon such CSI Member "clicking" or otherwise enabling a coupon or other similar offer and redeeming such coupon or offer at a merchant's web site, business premises, or through a catalogue, provided that CSI may only enter into an arrangement with Discover so long as FDMS provides less than 50% of all settlement services for Discover.
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Examples of Exclusivity Exception in a sentence

  • CSI shall refer any merchants requesting or seeking Payment Processing Services to FDMS, and CSI shall not make any referral to or otherwise promote any provider of Payment Processing Services other than FDMS during the term of this Agreement, except for any provider of Payment Processing Services covered under the Exclusivity Exception.

  • For the avoidance of doubt, the foregoing ROFO obligation shall not apply to an Alternative Base Oil Technology developed by an Acquiring Party in connection with activities that fall within an Exclusivity Exception.

  • FDMS shall provide Fulfillment Services for the CoolDining Program in accordance with the performance standards set forth on Exhibit 11, except with respect to those credit cards covered under the Exclusivity Exception.

  • Subject to the Exclusivity Exception, FDMS shall be the exclusive provider of Fulfillment Services with respect to the CoolDining Program.

  • For the avoidance of doubt, the foregoing ROFO obligation shall not apply to an Alternative Technology developed by Amyris in connection with activities that fall within an Exclusivity Exception.

  • Subject to the Exclusivity Exception, FDMS shall be the exclusive provider of Fulfillment Services for (x) each program offered by CSI that requires Fulfillment Services (a "New Program"), and (y) the Joint Programs, for one (1) year from the date of launch of such New Program or Joint Program, except for New Programs for which CSI requires technology or capabilities that FDMS does not possess.

  • This Exclusivity Exception shall exist for the duration of the Term.

  • In order to calculate the average monthly gross revenue for any given evaluation of an Exclusivity Exception pursuant to this subparagraph (ii), the gross revenue generated over the last [*] prior to the date of the respective request by Company shall be taken into consideration.

  • Markets not presently qualifying for Full Exclusivity, Customer +1 or Customer +2 Exclusivity ("Exception Markets") are [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), [**] other Active NxStage Customers), and [**] other Active NxStage Customers).

  • The Amyris Entities shall keep reasonable records of their costs and expenses incurred in connection with the development of Base Oils derived from BioFene from September 30, 2010 through the end of the Feasibility Phase (other than specifically in connection with an Exclusivity Exception), including internal and Third Party scale up and process development costs, which such costs and expenses, direct and indirect, shall be deemed part of the Feasibility Budget.

Related to Exclusivity Exception

  • Bankruptcy and Equity Exception means that this Agreement is, when executed and delivered by such member(s) of the Seller Group and assuming the due authorization, execution and delivery hereof by the members of the Purchaser Group that are (or are contemplated to be) party hereto, will be, legal, valid and binding obligations of such members of the Seller Group enforceable in accordance with their terms, subject to receivership, conservatorship and supervisory powers of bank regulatory agencies, bankruptcy, rehabilitation, liquidation, insolvency reorganization, moratorium, fraudulent transfer, preferential transfer and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general equity principles.

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • Enforceability Exception has the meaning set forth in Section 3.05.

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

  • Bankruptcy Exceptions means limitations on, or exceptions to, the enforceability of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or the application of general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

  • Remedies Exception means the extent to which enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Equitable Exceptions means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).

  • Privileged Information Exception With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Customary Recourse Exceptions means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Employee Liability Information means the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding any person employed by him who is assigned to the organised grouping of resources or employees which is the subject of a relevant transfer and also such employees as fall within Regulation 11(4) of TUPE;

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.