Adopter Third-Party-Beneficiary Rights Sample Clauses

Adopter Third-Party-Beneficiary Rights. The Parties acknowledge and agree that the compliance of Content Participant with the terms of this Agreement, and the compliance of the other Fellow AV Content Participants with their respective AV Content Participant Agreements, is essential to (including as to the integrity and security of) DTCP. As part of the consideration of the rights and licenses granted to Content Participant hereunder, Content Participant hereby confers a third-party-beneficiary right upon each Adopter that designs or manufactures Licensed Products that receive or transmit Commercial Audiovisual Content for so long as such Adopter is (i) not willfully in material breach of the terms and conditions of its Adopter Agreement and (ii) not otherwise in material breach of any term or condition of its Adopter Agreement, which breach has not been cured, or is not capable of cure, within thirty (30) days of such Adopter’s receipt of notice thereof by Licensor or any Fellow AV Content Participant (each, an “Adopter Beneficiary”) in order to enforce those obligations of Content Participant under Section 5. The remedies hereunder for any such Adopter Beneficiary that initiates or institutes a claim or action to enforce the terms of Section 5 (an “Adopter Beneficiary Claim”) shall, notwithstanding any provision of any Adopter Agreement executed prior to the date hereof, be limited to seeking injunctive relief, except where Content Participant has willfully breached, or engaged in a pattern or practice of breaching, its obligations under Section 5, as to which breach(s) attorneys’ fees and costs shall be awarded to each Adopter Beneficiary in connection with each Adopter Beneficiary Claim in which such Adopter Beneficiary is a prevailing party. The procedures set out in Exhibit A shall govern all Adopter Beneficiary Claims.
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Adopter Third-Party-Beneficiary Rights. 11.3.1 The Parties acknowledge and agree that the compliance of Content Distributor with the terms of this Agreement is essential to CI PLUS (including as to the integrity and security of CI PLUS). As part of the consideration for the rights granted to Content Distributor hereunder, Content Distributor hereby confers a third-party-beneficiary right upon each Licensee that designs or manufactures Licensed Products that receives or transmits Controlled Content (each such Licensee, an “Adopter Beneficiary”) to enforce those obligations of Content Distributor under Section 5. The procedures set out in section 11.3.2 below shall govern all such claims by Adopter Beneficiaries to enforce those obligations (“Adopter Beneficiary Claims”). 11.3.2 Rules and Procedures for the Adopter Beneficiary Claim 11.3.2.1 Warning before bringing a claim. Prior to bringing an Adopter Beneficiary Claim, an Adopter Beneficiary must: (i) send a notice of breach to Content Distributor specifying the action in breach by Content Distributor, with a copy to CI Plus LLP, which shall trigger the cure period of thirty (30) days, or longer period as determined by Adopter Beneficiary, after the day Content Distributor received such notice, or (ii) in those situations that the Content Distributor has engaged in a pattern of behaviour involving breach of Section 5 of this Agreement, send notice to CI Plus LLP that Adopter Beneficiary is bringing such Adopter Beneficiary Claim.
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Related to Adopter Third-Party-Beneficiary Rights

  • No Third Party Beneficiary The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.

  • Third Party Beneficiary The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

  • Assignment; Third Party Beneficiaries Neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 6.8, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

  • Assignment; No Third Party Beneficiaries 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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