Exclusivity Clause Examples

Without limiting any right of the Indemnitee to recover from, or make a claim under, any directors' and officers' liability insurance policies maintained by the Companies, the rights of Indemnitee hereunder shall be the exclusive rights to which Indemnitee is entitled under applicable law, the Companies' Certificates of Incorporation or bylaws, or any agreements, vote of stockholders, resolution of the Boards of Directors or otherwise, with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official capacity as officer and director of the Parent arising out of or pertaining to actions relating to the approval of and entering into the Merger Agreement, the Transaction Documentation (as defined in the Merger Agreement), the Merger and each of the Contemplated Transactions (as defined in the Merger Agreement), whether asserted or claimed prior to, at or after the Effective Time.

Neither Seller nor any Seller Related Party shall offer, solicit or negotiate the possible sale of the Property (or any other form of transaction having similar effect) or make any information about the Property available (for the purpose of sale or refinance) to any person or entity other than Buyer, its affiliates, and their respective designees, agents and/or authorized third parties. Such restrictions shall be in effect until the earlier of (i) the Closing Date, or (ii) termination of this Agreement by Seller or Buyer pursuant to the terms and conditions hereof.

Each of the Warrantors hereby agrees that, unless otherwise agreed to by the Series F Investor, starting from the date of this Agreement until the Long-Stop Date or the Closing Date, whichever event

During the Term of this Agreement, each of the Seller Parties agrees, and shall cause its Representatives, not to, directly or indirectly, (i) solicit, facilitate or initiate, or encourage the submission of, proposals, inquiries or offers relating to; (ii) respond to any submissions, proposals, inquires or offers relating to; (iii) participate or engage in any negotiations or discussions with any Person relating to;

Subject to Section 2.8, during the term of this Agreement, Emergent shall be Aptevo's sole manufacturer of, and sole provider of all Manufacturing services with respect to, each of the Products or any variants, derivations or improved versions thereof anywhere in the world; provided, however, that the foregoing exclusivity shall terminate immediately upon the occurrence of a Triggering Event.

During the Research Term and two (2) years thereafter, Arcturus shall not engage in any research or development activities for which LUNAR™ and UNA Oligomer are used and whose target is the same as or substantially similar to the targets of the Research Program (i.e., [Targets]). If Takeda requests to add additional targets in the Research Program, the parties hereto will negotiate in good faith an amendment to this Agreement, including the scope of exclusivity set forth in this Section 2.7 and Appendix B. Any amendments to the Research Program and Budget must be approved in writing by both parties.

Each Party agrees that, during the Term, and for a duration of 3 years thereafter, neither Party will collaborate, work with, or otherwise engage [*] or any of its Affiliates within the Field. For clarity, during the Term, and for a duration of 3 years thereafter neither party will license its Intellectual Property to [*] or any of its Affiliates within the Field.

Seller agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Affiliates not to, directly or indirectly: (i) solicit, initiate, facilitate or encourage the submission of any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or (iii) enter into any agreement with respect to any Acquisition Proposal.

During the term of this Agreement, the Client will not, and will not permit any security holder, affiliate, advisor or representative of the Client to engage any other party to perform any services or act in any capacity which is specifically related to, or comparable, to the Regulation A+ Financing without the prior

Landlord does not grant to Tenant in this Lease any exclusive right except the right to occupy its Premises.

During the Term of this Agreement, neither Party (including its Affiliates to whom such Party has granted a sublicense under this Agreement) shall

From the date of this Agreement until the earlier of the Closing Time and the date of termination of this Agreement, none of the Sellers or the Corporation will: 4.5.1 solicit, initiate, knowingly facilitate or encourage, or accept; or 4.5.2 participate in any discussions, conversations, negotiations or other communications regarding, any offer or proposal relating to any transaction (other than the purchase and sale transaction contemplated by this Agreement) involving the sale of any shares or other securities of the Corporation, the sale of the Business, or any other business combination involving the Corporation. If an offer or proposal relating to a transaction contemplated in this Section 4.5 is made to the Corporation or any Seller, the recipient will provide prompt notice of the offer or proposal to the Buyer.

This Agreement is not exclusive. Each Service Recipient shall be entitled to purchase the same or similar Services from any third party or may elect to internally provide any of the Services. In the event a Service Recipient elects to purchase the same or similar Services from a third party or elects to internally provide the Services, such Service Recipient shall notify the applicable Service Provider and terminate such Service pursuant to Section 4.2(b).

No Party may make any claim for any Loss, or seek any other remedy in respect of any Transaction, except by making a Claim pursuant to and in accordance with this Article 8.

The Parties agree that during the term of this Agreement, they will not enter into any agreements or arrangements with any third party that would conflict with the rights and obligations set forth in this Agreement.

The Parties hereto agree that, in relation to any breach, default, or nonperformance of any representation, warranty, covenant, or agreement made or entered into by the Bloom Member pursuant to this Agreement, any other Investment Document, the Company ASA, the Facility Company ASA or any certificate, instrument, or document delivered pursuant hereto or thereto or arising out of the transactions contemplated herein or therein, the only relief and remedy available to the other Parties hereto in respect of said breach, default, or nonperformance shall be damages, but only to the extent properly claimable hereunder and as limited pursuant to Section 7.4 or otherwise hereunder.