Exclusive Dealings Sample Clauses
The Exclusive Dealings clause establishes that one party agrees to purchase goods or services solely from the other party, prohibiting them from entering into similar agreements with competitors. In practice, this means the buyer cannot source the specified products from any other supplier for the duration of the agreement, and the seller may be required to meet certain supply or quality standards. This clause is primarily used to secure a dedicated business relationship, ensuring market exclusivity and protecting the interests of both parties by preventing competition within the agreed scope.
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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 Dealings. 41 14.6 Waiver.........................................................................................41 14.7 Assignment.....................................................................................41 14.8
Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.
Exclusive Dealings. The Company Parties and the Buyer Parties agree that, in consideration of the payment of the ▇▇▇▇▇▇▇ Money Deposit, and Parent’s projected efforts and undertakings, and in preparing the necessary legal documentation to complete the purchase transaction, neither the Company Parties, nor any of their Affiliates, agents, Representatives, officers, directors, partners or shareholders will engage in any negotiations, or accept any offers, regarding the sale, exchange, or other conveyance of any equity securities of any of the Acquired Companies or of any interest in any of the Properties until the later of the Closing Date, or the date the Company Parties and the Buyer Parties mutually agree to extend the Closing Date, or such sooner date as this Agreement may be terminated in accordance with the provisions of this Agreement, and the Escrow is cancelled.
Exclusive Dealings. (a) During the period from the date of this Agreement until the earlier of (i) the date this Agreement is terminated in accordance with its terms and (ii) the Closing, Seller shall not, and shall cause the Seller Entities, the Conveyed Companies and their respective Affiliates and Representatives not to, directly or indirectly, solicit or engage in discussions or negotiations with, or provide any information to or enter into any Contract with, any Person, other than Purchaser (and its Affiliates and Representatives), concerning a business combination, sale transaction or other similar transaction that is an alternative to the transaction contemplated by this Agreement (whether by merger, recapitalization or other similar transaction).
(b) Immediately following the execution of this Agreement, Seller shall, and shall cause the Seller Entities, the Conveyed Companies and their Affiliates, and each of their respective Representatives to terminate any existing discussions or negotiations with any Persons, other than Purchaser (and its Affiliates and Representatives), concerning the purchase of the Business.
Exclusive Dealings. FFBS shall not authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate, facilitate or encourage any inquiries relating to, or the making of any proposal which constitutes a tender or exchange offer, proposal for merger, consolidation or any other business combination involving FFBS or any of its subsidiaries, or any proposal or offer to inquire in any manner a substantial equity interest in, or a substantial portion of the assets of FFBS other than the transaction contemplated or permitted by this Agreement, or participate in any discussions or negotiations, or provide third parties with any non-public information, relating to any inquiry or proposal or otherwise facilitate any effort or attempt to make a takeover proposal, unless FFBS is advised by legal counsel that such communication is required under applicable law or that the failure to do so would cause the members of the Board of Directors to be in breach of their fiduciary duties under applicable laws. FFBS will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than NBC with respect to any of the foregoing.
Exclusive Dealings. During the Interim Period, neither the Vendors nor any of their Representatives or shareholders shall directly or indirectly in any manner:
(a) entertain, solicit or encourage;
(b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with; or
(c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any of the Interests or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of the Vendors, by sale or license of all or any significant part of the property and assets of the Partnership or of the Vendors, or by any merger or other business combination involving the Vendors or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to the Vendors, the Business, the Partnership, or for access to the properties, books or records of the Partnership by any Person which has informed either of the Vendors that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendors shall be responsible for any breach by their Representatives or shareholders of any of the provisions of this Section 7.7. The Vendors acknowledge that a breach by either Vendor, their Representatives or shareholders of this Section 7.7 would result in damages to the Purchaser and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendors agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.7.
Exclusive Dealings. In consideration of the efforts and costs required to complete the Transaction, FD and BIOCERES will not, from the Signing Date until the earlier of (i) expiration of one year term counted as from the Signing Date, or (ii) termination of negotiations by the Parties relating to the Transaction, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the Transaction or any other transaction of substantially similar scope and subject matter. In particular, BIOCERES shall not develop its proprietary technologies in wheat germplasm other than its own germplasm or ▇▇ ▇▇▇▇▇ germplasm until the date of termination of this Agreement according to article 7.2 of this Agreement. BIOCERES is allowed to develop its proprietary technologies in species others than wheat. Subject to the ADP Agreement, FD (1) shall not give access to its wheat germplasm for the Territory to Third Parties and (2) shall grant exclusivity to the Company for the development of ▇▇ ▇▇▇▇▇ lines in the Territory. Regarding the ADP Agreement and the Territory of Uruguay, Parties will do their best efforts to have the Company assume the rights and obligations of FD in the ADP contract. From the date of such takeover, “Territory” as defined above shall include Uruguay.
Exclusive Dealings. From and after the date hereof, the Vendor shall not take any action, directly or indirectly, to encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person, other than YC concerning any sale, transfer, license or assignment of the Properties or the Information or any merger, amalgamation or other transaction involving the Properties or the Information.
Exclusive Dealings. During the Pre-Closing Period, neither Seller nor the Company shall, nor shall they authorize or permit any of their Representatives (including, in the case of Seller, any other member of the Seller Group) to solicit, initiate, or knowingly encourage the submission of any proposal or offer from any Person or entity relating to any (a) merger or consolidation of the Company with any other Person, (b) acquisition or purchase of all or a material portion of the assets of, or the equity interests in, the Company, (c) any agreement made, other than in the ordinary course of business or in connection with the Spinout Agreements, with regard to the IP Rights owned or licensed by the Company that would result in the transfer of a substantial portion of the value of such IP Rights from the Company to a Third Party, or (d) similar transaction or business combination with respect to the Company (a “Competing Transaction”), enter into a letter of intent or Contract contemplating or otherwise relating to, otherwise approve or recommend, participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other Person any confidential or non-public information with respect to, or otherwise cooperate in any way with or knowingly facilitate any effort or attempt by any Person to effect, a Competing Transaction. Seller shall, and shall cause the Company to, cease any existing activities, discussions, and negotiations with all Persons (other than Purchaser or an Affiliate of Purchaser) with respect to any Competing Transaction. The Company shall (and shall cause the members of the Seller Group, and the Company and the Seller Group shall direct their respective representatives to) immediately cease and cause to be terminated any existing discussions, negotiations, and communications with any Person (other than Purchaser or an Affiliate of Purchaser) that relate to any Competing Transaction as of the date of this Agreement, and promptly request the destruction or return of any nonpublic information of the Company provided to such Person. The Company shall, within 48 hours, advise Purchaser in writing of any Competing Transaction or request for access to the properties, books, or records of the Company by any Person who has informed the Company that such Person is considering making, or has made, a proposal for a Competing Transaction. Except to the extent that providing such summary would violate the terms of any Contract to which the Company is...