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. 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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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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Related to Sole and Exclusive Provider

  • Sole and Exclusive Remedy Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

  • 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.

  • Non-Exclusive Agreement The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

  • Exclusive Dealing (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Non-Exclusive License Grant In the event that either: (i) the making, have made or use by Merck or its Related Parties of any Cue Biologics during the term of this Agreement; or (ii) the making, having made, use, import, offer for sale and/or sale by Merck or its Related Parties of Compound or Product in the Territory would infringe a claim of an issued letters patent that Company (or its Affiliate) Controls and which patents are not covered by the grant in Section 3.1, Company hereby grants to Merck, to the extent Company is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent for Merck and its Related Parties to conduct such activities with respect to the Cue Biologics, Compounds and Products for all activities in the Field.

  • 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.

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

  • Assumption and Exclusion of Liabilities (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the Closing, the Xxxx of Sale, assume, and agree to pay, perform and discharge when due, the following Liabilities (the “Assumed Liabilities”):

  • 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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