Third-Party Consents and Licenses. (a) With respect to any Software license or access to Data or Software-based services that are provided under, or as part of, a Service, each Recipient shall comply with the terms and conditions of the vendor/licensor applicable to such Software license or Data or Software-based Service, provided that such terms and conditions shall have been made available to such Recipient prior to the beginning of the Service Period for such Service.
Third-Party Consents and Licenses. (a) Except as set forth on Schedule E, GE shall use its commercially reasonable efforts to obtain all third-party consents, waivers, licenses (or other appropriate rights), sublicenses and approvals necessary for it to provide, or a Recipient to receive, Services (including, by way of example, not by way of limitation, rights to use, duplicate and distribute third-party Software necessary for the receipt of Services); provided, however, that, without limiting GE’s foregoing obligation in the immediately preceding sentence, Recipient shall use commercially reasonable efforts to notify Provider in writing of the specific types and approximate quantities of any such Software, necessary consents, waivers, licenses (or other appropriate rights), sublicenses or approvals that it is aware of; and, provided, further, that GE shall not be required to commence or participate in any action, suit, arbitration or proceeding by or before any Governmental Authority or seek broader rights or more favorable terms for Xxxxx Xxxxxx than those applicable to GE prior to the Effective Date or as may be applicable to GE from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that GE’s efforts shall be successful or that GE shall be able to obtain such licenses or rights on acceptable terms or at all. Schedule F sets forth each license that Xxxxx Xxxxxx shall assume and adopt in respect of the Services provided hereunder.
Third-Party Consents and Licenses. (i) To the extent that any Seller’s rights under any Purchased Asset may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and such Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, such Seller, to the maximum extent permitted by Law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Any Purchased Asset not assigned to Buyer pursuant to this Section 2(f)(i) shall be assigned to Buyer upon such Seller obtaining the applicable required consent and Buyer delivering a Transfer Notice with respect to such Purchased Asset.
Third-Party Consents and Licenses. (i) The parties acknowledge that receipt of the Services, including access to the Permitted Systems, requires Third Party Consents. Accordingly, Providers, to the extent of their legal right so to do, if any, hereby grant to Purchaser a sublicense under the rights Providers may have, if any, in such third-party software, but only to the extent necessary to enable Recipients to receive the Services as provided herein and only for such purpose. [*]
Third-Party Consents and Licenses
