Licensee Third-Party-Beneficiary Rights Sample Clauses

Licensee Third-Party-Beneficiary Rights. 11.3.1 The Parties acknowledge and agree that the compliance of Content Distributor with the terms of this Agreement, and the compliance of the other Fellow Content Distributors with their respective Content Distributor Agreements, is essential to (including as to the integrity and security of) CI PLUS. As part of the consideration of the rights and licenses granted to Content Distributor hereunder, Content Distributor hereby confers a third-party-beneficiary right upon each Licensee that designs or manufactures Licensed Products that receive or transmit Controlled Content for so long as such Licensee 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 Licensee’s receipt of notice thereof by CI Plus TA or any Fellow Content Distributor (each, an “Adopter Beneficiary”) in order to enforce those obligations of Content Distributor under Section 5. The procedures set out in section 11.3.2 below shall govern all 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, Licensee must (i) send a notice of breach to Content Distributor specifying the action in breach by such Content Distributor, with a copy to CI Plus TA, which shall trigger the cure period of thirty (30) calendar days, or longer period as determined by Licensee, from the day Content Distributor received such notice, or (ii) in those situations that the Content Distributor has engaged oin a pattern of behaviour involving breach of section 5 of this Agreement, send notice to CI Plus TA that Adopter Beneficiary is bringing such Adopter Beneficiary Claim.
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Licensee 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 Content Participants with their respective Content Participant Agreements, is essential to MG-R(SVR) for EMPR. As part of the consideration of the rights and licenses granted to Content Participant hereunder, Content Participant hereby confers a third-party-beneficiary right to enforce the obligations of Content Participant under Section 5 upon each Licensee that designs, manufactures or sells Products for so long as such Licensee 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 Licensee’s receipt of notice thereof by Sony or any Fellow Content Participant (each, a “Licensee Beneficiary”). The remedies hereunder for any such Licensee Beneficiary that initiates or institutes a claim or action to enforce the terms of Section 5 (a “Licensee Beneficiary Claim”) shall, 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(es) reasonable attorneys’ fees and costs shall be awarded to each Licensee Beneficiary in connection with each Licensee Beneficiary Claim in which such Licensee Beneficiary is a prevailing party. The procedures set forth in Exhibit A hereto shall govern all Licensee Beneficiary Claims.
Sample 1

Related to Licensee Third-Party-Beneficiary Rights

  • Third Party Beneficiary Rights The parties do not intend to create in any other individual or entity the status of third party beneficiary and this Contract shall not be construed so as to create such status. The rights, duties and obligations contained in this Contract shall operate only between the parties to this Contract, and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing their obligations under this Contract. The parties to this Contract intend and expressly agree that only parties signatory to this Contract shall have any legal or equitable right to seek to enforce this Contract, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this contract, or to bring an action for the breach of this Contract.

  • No Third Party Beneficiary Rights Nothing in this Agreement shall be construed as creating third-party beneficiary rights in any person or entity, except as otherwise expressly provided in this Agreement.

  • Absence of Third Party Beneficiary Rights No provisions of this Agreement are intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, partner of any party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof shall be personal solely between the parties to this Agreement.

  • 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.

  • Xx Third Party Beneficiaries The terms and provisions of this Agreement are intended solely for the benefit of the Parties 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.

  • 8No Third-Party Beneficiaries This Agreement will not be construed to create any obligation by either ICANN or Registry Operator to any non-party to this Agreement, including any registrar or registered name holder.

  • No Third Party Benefit This Agreement is intended for the exclusive benefit of the Constituent Corporations and their respective heirs, successors and assigns, and nothing contained in this Agreement shall be construed as creating any rights or benefits in or to any third party.

  • 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.

  • No Third Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • 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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