CERTAIN THIRD PARTY AGREEMENTS Clause Samples
The "Certain Third Party Agreements" clause defines how contracts or agreements with external parties, not directly involved in the main contract, are to be handled. It typically outlines the rights and obligations of the primary parties regarding these third-party arrangements, such as requiring notification, approval, or compliance with specific terms when entering into or modifying such agreements. This clause helps ensure that third-party relationships do not create unforeseen liabilities or conflicts, thereby protecting the interests of the main contracting parties and maintaining clarity over external commitments.
CERTAIN THIRD PARTY AGREEMENTS. On a country-by-country basis in a given calendar year, Wyeth shall deduct from CD20 Product royalties otherwise payable to Trubion under Section 5.4.2 *** of the aggregate amount of royalties actually paid to Third Parties under Additional Third Party Licenses with respect to the Development, Manufacture or Commercialization of CD20 Products in such country in such calendar year; provided, however, that (i) the amount of such deduction shall not exceed *** of the amount of the CD20 Product royalties otherwise payable to Trubion under Section 5.4.2 in a given calendar year and (ii) such deduction shall not have the effect, under any circumstances, of reducing the CD20 Product royalties payable under Section 5.4.2 below *** of the aggregate Net Sales obtained by Wyeth and its sublicensees from the sale of CD20 Products in such country in a given calendar year (before taking into account the operation of Sections 5.4.2(b) and 5.4.2(c)). On a country-by-country basis in a given calendar year, Wyeth shall deduct from *** royalties otherwise payable to Trubion under Section 5.4.3 *** of the aggregate amount of royalties actually paid to Third Parties under Additional Third Party Licenses with respect to the Development, Manufacture or Commercialization of such *** in such country in such calendar year; provided, however, that (i) the amount of such deduction shall not exceed *** of the amount of the *** royalties otherwise payable to Trubion under Section 5.4.3 in a given calendar year and (ii) such deduction shall not have the effect, under any circumstances, of reducing the *** royalties payable under Section 5.4.3 below *** of the aggregate Net Sales obtained by Wyeth and its sublicensees from the sale of such *** in such country in a given calendar year (before taking into account the operation of Sections 5.4.3(b) and 5.4.3(c)). ***
CERTAIN THIRD PARTY AGREEMENTS. During the period from the date of this Agreement through the Closing Date, neither the Selling Shareholder nor any of its Subsidiaries shall terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which it is a party or in respect of which it is a primary, intended beneficiary. During such period, the Selling Shareholder shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction.
CERTAIN THIRD PARTY AGREEMENTS. (a) This Agreement is absolute, unconditional and irrevocable and is in no way conditioned or contingent on the Company's or any Grantor's performance of any obligation hereunder or under any other Loan Document, any attempt to enforce in whole or in part any of the Company's liabilities and obligations to any Secured Party or the existence or continuance of the Company or any other Person as a legal entity, nor shall this Agreement or the Grantors' respective obligations hereunder be limited, impaired, restricted or otherwise affected by the consolidation or merger of the Company with or into any other entity, the sale, lease or other disposition by the Company of all or substantially all of its assets to any other entity (whether or not effected in compliance with the Loan Documents), or the bankruptcy or insolvency of the Company, the admission in writing by the Company of its inability to pay its debts as they mature, or its making of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors.
(b) The Collateral Agent and the other Secured Parties may, at any time and from time to time, without the consent of or notice to the Grantors, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to the Grantors, and without impairing or releasing the obligations of the Grantors hereunder, upon or without any terms or conditions and in whole or in part, (i) to the extent permitted by the Loan Documents, change the manner, place and terms of payment or change or extend the time of payment of, renew or alter any obligation of the Company hereby secured, or in any manner modify, amend or supplement the terms of the Loan Documents (other than this Agreement) or any documents, instruments or agreements executed in connection therewith (other than this Agreement), and this Agreement shall apply to the obligations and liabilities of the Company, as changed, extended, renewed, modified, amended, supplemented or altered in any manner, (ii)
CERTAIN THIRD PARTY AGREEMENTS. In the event MTF enters into an agreement or arrangement with a third party whereby finished units of MTF Tissue processed by Osteotech for MTF are used as part of such third party’s technology or product, MTF shall promptly inform Osteotech of its intent to enter into such agreement or arrangement and Osteotech shall have the right to terminate this Agreement at any time upon 90 days’ prior written notice to MTF without any further obligation to MTF, other than (A) Osteotech’s obligations hereunder with respect to MTF Tissue which Osteotech has begun to Process and MTF Tissue which Osteotech has finished Processing but not yet delivered to MTF or end user customers, as the case may be, which obligations shall continue until all such MTF Tissue is delivered to MTF or end user customers, as the case may be and (B) those obligations which otherwise survive termination of this Agreement in accordance with their terms.
CERTAIN THIRD PARTY AGREEMENTS. To the best knowledge of Seller, none of the shareholders of Seller nor any of the officers, directors, employees or consultants of Seller have entered into any agreement which is now in effect with any person, corporation, partnership or business organization (other than Seller) requiring such person to assign any interest in any invention or trade secrets related to the Business or to keep confidential any such trade secrets or containing any prohibition or restriction on competition or solicitation of customers.