Certain Third Party Rights Clause Samples
The 'Certain Third Party Rights' clause defines the extent to which individuals or entities who are not parties to the contract may have rights or benefits under the agreement. Typically, this clause clarifies whether third parties can enforce any terms of the contract, often by referencing relevant laws such as the Contracts (Rights of Third Parties) Act. Its core practical function is to prevent unintended obligations or rights from arising in favor of third parties, thereby ensuring that only the contracting parties have enforceable rights and maintaining clarity over who can claim benefits or remedies under the contract.
Certain Third Party Rights. A party disclosing Confidential & Proprietary Information to the recipient under this Agreement represents and warrants that such disclosure will not violate or infringe any third-party intellectual property rights and the disclosing party agrees to defend, indemnify and hold the recipient harmless from any costs, damages, liability and expense (including legal fees) arising from any third party claim to the contrary. If any Confidential & Proprietary Information of a third party is disclosed under this Agreement, then the recipient agrees the owner of such information shall be considered a third-party beneficiary of this Agreement entitled to enforce its provisions directly against the recipient.
Certain Third Party Rights. Other than the stockholders or lenders of the Company and the Subsidiaries, no Person has any contractual right to financial statements of the type attached pursuant to Section 3.07 of the Company Disclosure Schedule or substantially similar financial information of the Company and the Subsidiaries.
Certain Third Party Rights. KODAK acknowledges that CALCOMP has -------------------------- granted certain exclusive rights, for a period of up to six (6) months to a third party solely with respect to 25 picoliter contone Printheads. ------ Accordingly, KODAK agrees that until the foregoing exclusive rights granted to the third party terminate, its non-exclusive license rights under this Agreement solely with respect to such 25 picoliter contone Printheads shall be expressly subject to the third party's exclusive rights.
Certain Third Party Rights. (a) Buyer acknowledges that the Contracts set forth in Section 6.3 of the Seller Disclosure Schedule (the “ROFR Assets”) are subject to Third Party Rights that are triggered by the Parties entering into this Agreement.
(b) Seller shall serve all notices required in respect of Third Party Rights promptly after the execution of this Agreement and in accordance with the timing set out in the applicable Contract for such ROFR Asset. Each such notice shall be approved by Buyer in writing (such approval not to be unreasonably withheld, conditioned or delayed) and shall include a request for a waiver of the Third Party Right and the granting of any consent that may be required to complete the transactions contemplated by this Agreement.
(c) In the event that any Third Party to a Contract for any ROFR Asset exercises its Third Party Rights in respect of such ROFR Asset (such ROFR Asset, an “Exercised ROFR Asset”), notwithstanding anything to the contrary in this Agreement, (i) the Base Purchase Price shall be reduced by the Allocated Value associated with such ROFR Asset, (ii) the Target Working Capital shall be reduced by the Allocated Target Working Capital associated with such ROFR Asset, (iii) Seller shall take any and all actions necessary to exclude and remove such ROFR Asset (and its outstanding equity interests, if any) from the Company Entities to be conveyed to Buyer hereunder, and (iv) the Parties shall negotiate in good faith and enter into such other amendments or modifications to this Agreement, if any, as may be reasonably necessary to exclude such ROFR Asset (and its outstanding equity interests, if any).
Certain Third Party Rights. Each party to this Agreement represents and warrants that disclosure of its Confidential Information to the other party will not violate or infringe any third- party intellectual property rights and each party agrees to defend, indemnify and hold the other party harmless from any costs, damages, liability and expenses (including legal fees) arising from any third-party claim to the contrary. Each party agrees that if any confidential or proprietary information of a third party is disclosed to such party under this Agreement, then the Disclosing Party of such information shall be considered a third-party beneficiary of this Agreement entitled to enforce its provisions directly against such party.
Certain Third Party Rights. Each of Seres’ third party contractors engaged in Manufacturing Product in support of this Agreement shall own all right, title and interest arising under Applicable Law in and to: (i) all and any Intellectual Property Rights developed by it in the course of its performance of its obligations under the applicable agreement between Seres and the contractor (each, a “Manufacturing Agreement”) to the extent that use of such Intellectual Property Rights can reasonably be considered to be generally and primarily applicable to manufacturing chemical or biological products or product components or intermediates thereof for multiple products (including the Products) that do not involve Intellectual Property Rights owned or controlled by Seres or NESA, and (ii) any inventions, discoveries, innovations, developments and improvements based on their Intellectual Property Rights (collectively, “New Third Party Intellectual Property”). Neither NESA nor any other third party shall acquire any right, title or interest in New Third Party Intellectual Property by virtue of this Agreement, the License Agreement or otherwise, except to the extent expressly provided herein. [***].