Exclusivity Sample Clauses



Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.


Exclusivity. Without prejudice to the Companys rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

Exclusivity. From the date hereof through the Closing or earlier termination of this Agreement, none of Transferor or its Subsidiaries or their respective officers, directors, managers, employees, counsel, accountants, agents, financial advisers and consultants shall, directly or indirectly, enter into, engage in, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any Person or other entity or group, concerning any sale of any of the Transferred Assets (other than as specifically permitted by Section 5.1(c)) or any conversion, merger, consolidation, liquidation, dissolution or similar transaction involving the Transferred Business other than with Parent, Issuer and GPI.

Exclusivity. After the Effective Date, Seller and its respective agents, representatives and employees shall immediately cease all marketing of the Property until such time as this Agreement is terminated and Seller shall not directly or indirectly make, accept, negotiate, entertain or otherwise pursue any offers for the sale of the Property.

Exclusivity. Until the expiration or earlier termination of this Agreement, Owner hereby agrees that Manager and its Affiliates shall have the right to manage any Hospitality Product in which Owner or any Fertitta Affiliate acquires a direct or indirect interest (such interest, an Owner Property Interest). Promptly following Owner or any Fertitta Affiliate entering into an agreement or term sheet to acquire an Owner Property Interest, Owner shall provide Manager with written notice of such agreement or term sheet. Owner shall meet with Manager as soon as reasonably practicable after entering into such agreement or term sheet but in no event later than fifteen (15) days thereafter, and the Parties shall negotiate in good faith to enter into a management agreement for the management by Manager or any of its Affiliates of the applicable Hospitality Product. Any such management agreement shall (i) include the same calculations for Management Fees as found herein; (ii) otherwise be on the same terms and conditions as set forth in this Agreement with any necessary changes to account for differences in age, quality, size, location, amenities and other physical and operational variations for such Hospitality Product; and (iii) be effective as of the closing date of the acquisition of such Owner Property Interest, provided that such management agreement may allow for a reasonable transition period for interim management, if applicable, to the extent necessary to avoid unnecessary costs or other economic detriments to the owner of such Hospitality Product during the transition period.

Exclusivity. Subject to the terms and conditions contained herein, the Company hereby grants to the Distributor for the term of this Agreement, the exclusive non transferable right and license to promote, advertise, market, sell and distribute the Products solely in the geographic area set forth in Exhibit B (the Territory) under the Companys name, logotype and trademarks. Except with the express written permission of The Company, which may be granted or denied in the Companys sole and absolute discretion, the Distributor shall not sell the Products to third parties located outside of the Territory and, with respect to the Product, shall not establish any branch or maintain any distribution depot for the Products outside the Territory (such third parties and areas being exclusively reserved to the Company or the Companys other distributors), provided that nothing in this Agreement is intended (and is not to be construed) to prevent passive sales (being the sale or other disposition of the Products in response to an

Exclusivity. While an employee of the Company, Employee will use best efforts to promote the success of the Companys business and shall not enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation for, any other person, enterprise, business, company, corporation, partnership, firm, association without the prior written consent of the Company and shall not own any interest (other than up to 1% of the voting securities of a publicly traded corporation) in any entity or individual that competes with the Company or that is a material supplier or vendor to the Company.


Exclusivity. Since this Agreement, and any proposal, offer or quote prepared or generated in connection therewith, requires the full cooperation of the Parties, both Parties agree that they will not in any manner participate in or undertake efforts that are competitive to this Agreement, nor will they compete for the Procurement or respond to the Solicitation, independently or in conjunction with any other Party, during the term of this Agreement. The foregoing prohibitions include, but are not limited to, participation in proposal efforts or the interchange of technical data with competitors; provided, however, that the foregoing does not limit or restrict the rights of the Parties in offering to sell or selling to others their standard products and services incidental thereto.

Exclusivity. The right of each party hereto to assert indemnification claims and receive indemnification payments pursuant to this Section 8 shall be the sole and exclusive right and remedy exercisable by such party with respect to any breach by the other parties hereto of any representation or warranty. Nothing in this Section 8.8 shall limit or restrict the ability or right of any Party hereto to seek injunctive or other equitable relief for any breach or alleged breach of this agreement or any provision hereof.

Exclusivity. Except as specifically set forth in the Separation and Distribution Agreement or any other Ancillary Agreement, all matters related to Taxes or Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by this Agreement. In the event of a conflict between this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement with respect to such matters, this Agreement shall govern and control.