PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS Sample Clauses

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 4.1 Prior to initiating or instituting any third-party-beneficiary claim by a Fellow Adopter (“Adopter Beneficiary Claim” or by a Content Participant (“Content Participant Beneficiary Claim”) (each, a "Beneficiary Claim") against Adopter, any other Fellow Adopter or a Content Participant, as the case may be (each, a "Defendant"), a Content Participant Beneficiary (defined below) or Adopter Beneficiary (defined below) (each, a "Third-Party Beneficiary") shall provide DTLA notice and consultation reasonable under the circumstances regarding a proposed Beneficiary Claim; provided that such consultation with DTLA shall not affect such Third-Party Beneficiary's discretion in initiating such a Beneficiary Claim. Such Third-Party Beneficiary shall further provide DTLA with notice of actual filing of a Beneficiary Claim and, upon DTLA's request, any copies of material documents to be filed in such Third-Party Beneficiary's initiation or pursuit of such Beneficiary Claim. DTLA shall cooperate reasonably with such Third-Party Beneficiary in providing appropriate and necessary information in connection with the Beneficiary Claim to the extent that such cooperation is consistent with the preservation of the integrity and security of DTCP and to the extent such cooperation does not involve release of information provided to DTLA by a Content Participant or Fellow Adopter that such Content Participant or Fellow Adopter has designated to DTLA to be its confidential and proprietary information. Documents provided to DTLA under these third-party- beneficiary procedures shall not include any documents filed or to be filed under seal in connection with such Beneficiary Claim.
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PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 Prior to initiating any Third Party Beneficiary Claim hereunder, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Fellow Content Participants, Adopters or Content Providers. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content Participants, Content Providers or Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. 10.6.2 AACS LA shall provide timely notice to all Fellow Content Participants that have notified AACS LA of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of receipt of any notice of a Third Party Beneficiary Claim against such defendant (“Defendant”). Within thirty (30) days of the date of receipt of such notice, all eligible Third Party Beneficiaries shall elect whether to join the Third Party Beneficiary Claim and provide notice of intent to join such Third Party Beneficiary Claim to AACS LA. The failure to provide notice to AACS LA and to move to join such Third Party Beneficiary Claim within the allo...
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PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. Prior to initiating any Third Party Beneficiary Claim pursuant to Sections 9.6 or 9.8, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the beneficiary claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Fellow Adopters, Content Participants or Content Providers. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA or Licensors, Content Participants, Content Providers or Fellow Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. For review only - Not for execution
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PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. Prior to initiating or instituting any Content Participant Beneficiary Claim or Licensee Beneficiary Claim (each, a “Beneficiary Claim”) against a Licensee or against a Fellow Content Participant, as the case may be (each, a “Defendant”), a Content Participant Beneficiary or Licensee Beneficiary (each, a “Third-Party Beneficiary”) shall provide Sony notice and consultation reasonable under the circumstances regarding a proposed Beneficiary Claim; provided that such consultation with Sony shall not limit such Third-Party Beneficiary’s complete discretion in initiating or instituting such a Beneficiary Claim. Such Third-Party Beneficiary shall further provide Sony with notice of actual filing of a Beneficiary Claim and, upon Sony’s request, any copies of material documents filed in such Third-Party Beneficiary’s initiation, institution or pursuit of such Beneficiary Claim.
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PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. Compliance of Licensee and of Licensee’s Subsidiaries with the terms of this Agreement is essential to maintain the value and integrity of MG-R(SVR)
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Related to PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS

  • Third-party beneficiary clause The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

  • Procedures for Third Party Claims In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

  • 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 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.

  • Severability; No Third Party Beneficiaries In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

  • 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.

  • 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.

  • 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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