Third Party Licenses and Consents. The Parties will cooperate and assist each other, and use commercially reasonable efforts, to obtain, or direct its Affiliates to obtain, any third party consents required under the terms of any agreement between a Party or any of its Affiliates, on the one hand, and a third party, on the other hand, in order for a Party or its Affiliates to provide the Services during the Term. Notwithstanding the foregoing, if the provision of any Service as contemplated by this Agreement requires the consent, license or approval of any third party not previously obtained, the Parties shall use commercially reasonable efforts, to obtain as promptly as possible after the Commencement Date, any third party consents, permits, licenses and approvals required under the terms of any third party agreement in order for the Provider to provide the Services hereunder. The cost of obtaining any consent, permit, license or approval with respect to any Service shall be borne by the Recipient of the relevant Services. If any such consent, permit, license or approval is not obtained, the Parties will cooperate in good faith to enter into reasonably acceptable arrangements under which the Recipient would obtain the benefit of such Service to the same extent (or as nearly as practicable) as if such consent were obtained (at the Recipient’s cost), and each Party will continue to use commercially reasonable efforts to obtain any such required consent or amendment. The Parties acknowledge that it may not be practical to try to anticipate and identify every possible legal, regulatory, and logistical impediment to the provision of Services hereunder. Accordingly, each Party will promptly notify the other Party if it reasonably determines that there is a legal, regulatory, or logistical impediment to the provision of any Service, and the Parties shall each use commercially reasonable efforts to overcome such impediments so that the Services may be provided otherwise in accordance with the terms of this Agreement. All computer systems or software (“Systems”), data, facilities and other resources owned by a Party, its Affiliates or third parties used in connection with the provision or receipt of the Services, as applicable, shall remain the property of such Party, its Affiliates or third parties.
Third Party Licenses and Consents. Provider and Recipient shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, all governmental or third party licenses and consents required for the provision of any Service by Provider in accordance with the terms of this Agreement; provided that if Provider is unable to obtain any such license or consent, Provider shall promptly notify Recipient in writing and shall, and shall cause its Affiliates to, use commercially reasonable efforts to implement an appropriate alternative arrangement. The costs relating to obtaining any such licenses or consents shall be borne by Recipient; provided that Provider shall not incur any such costs without the prior written consent of Recipient. If any such license, consent or alternative arrangement is not available despite the commercially reasonable efforts of Provider and its Affiliates or as a result of Recipient failing to consent to the incurrence of costs relating to obtaining any such license or consent, Provider shall not be required to provide the affected Services.
Third Party Licenses and Consents. Provider and Recipient shall use commercially reasonable efforts to obtain all governmental or third party licenses and consents required for the provision of any Service by Provider in accordance with the terms of this Agreement; provided that the costs relating to obtaining any such licenses or consents shall be borne by Recipient; provided further that Provider shall not be required to provide such Service (x) unless and until the required licenses and/or consents have been obtained or (y) in the event the required licenses and/or consents are terminated or revoked.
Third Party Licenses and Consents. The Parties shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, all governmental or third party licenses and consents required for the provision of any Service by a Provider in accordance with the terms of this Agreement; provided, that if a Provider is unable to obtain or maintain any such license or consent, such Provider shall promptly notify the Recipient in writing and shall, and shall cause its Affiliates to, use commercially reasonable efforts to implement an appropriate alternative arrangement. To the extent such failure to obtain or maintain any such license or consent is not due to Provider’s own negligence or other failure to satisfy Provider’s obligations hereunder, the reasonable costs relating to obtaining any such licenses or consents, to the extent attributable to the Services, shall be borne by the Recipient; provided, that the Provider shall not incur any such costs without the prior written consent of the Recipient. If any such license, consent or permissible alternative arrangement is not reasonably available despite the commercially reasonable efforts of the Provider and its Affiliates, such Provider shall not be required to provide the affected Services, and in the event the Provider ceases providing such Services, the Recipient shall have no obligation to pay any Service Charges or Termination Charges in respect of periods after the date the Provider ceases providing such Service. A Provider shall not, without the Recipient’s prior written consent, enter into any contract or agreement, or modify the terms of any existing contract or agreement, if as a result: (a) the provision of any Service would violate the terms of such contract or agreement; (b) costs payable or potentially payable by Recipient would increase; (c) or such Provider could otherwise become unable to provide any Service.
Third Party Licenses and Consents. Chemtura and Purchaser shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, all governmental or third party licenses and consents required for the provision of any Service by Chemtura in accordance with the terms of this Agreement; provided that if Chemtura is unable to obtain any such license or consent, Chemtura shall promptly notify Purchaser in writing and shall, and shall cause its Affiliates to, use commercially reasonable efforts to implement an appropriate alternative arrangement that is reasonably acceptable to Purchaser. The costs relating to obtaining and maintaining any such licenses or consents, and to implementing any alternative arrangements, shall be passed through to and paid by Purchaser to the extent that such costs constitute Chemtura’s Costs.
Third Party Licenses and Consents. The parties shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, all governmental or third party licenses and consents required for the provision of any Service in accordance with the terms of this Agreement; provided that if the Service Provider is unable to obtain any such license or consent, the Service Provider shall promptly notify the Service Recipient in writing and shall, and shall cause its Affiliates to, use commercially reasonable efforts to implement an appropriate alternative arrangement. The reasonable costs relating to obtaining any such licenses or consents shall be deemed to be Service Costs. If any such license, consent or alternative arrangement is not available despite the commercially reasonable efforts of the Parties, Service Provider shall not be required to provide the affected Services.
Third Party Licenses and Consents. Licensor shall, at its sole expense, deliver valid written permissions for any third party copyrighted material contained within the Deliverables.
Third Party Licenses and Consents. As between Advertiser and GSTV, Advertiser shall be responsible for obtaining all licenses for the “performance” use of the talent and/or musical compositions embodied in the Materials pursuant to the Agreement, including, without limitation, any licenses required from performing rights societies such as BMI, ASCAP or SESAC. Advertiser shall be responsible for obtaining any and all other third party rights, consents and licenses with respect to the Materials, including without limitation any master recording, synchronization and/or mechanical copyright licenses, to the extent required, except as otherwise set forth in the Agreement. With respect to all synchronization and/or mechanical licenses required to be obtained hereunder (a) Advertiser shall provide GSTV with necessary information and otherwise reasonably assist GSTV with any filings that are GSTV’s responsibility, and (b) Advertiser shall be solely responsible for administering such licenses and making payments to publishers and/or clearing agencies related thereto.
Third Party Licenses and Consents. The Seller Group shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, all third party licenses and consents required for the provision of any Service by a Seller Group Member in accordance with the terms of this Agreement; provided that if the Seller Group is unable to obtain any such license or consent through the use of commercially reasonable efforts, the Seller Parent shall promptly notify Buyer in writing and the parties shall mutually agree on what is needed for such Service including, if necessary, the Seller Group shall use commercially reasonable efforts to implement an appropriate alternative arrangement. The costs relating to obtaining any such licenses or consents shall be borne by the applicable Seller Group Member and shall constitute Out-of-Pocket Costs. If any such license, consent or alternative arrangement is not available despite the commercially reasonable efforts of the Seller Group, Seller Group shall be relieved of any obligation to continue providing the applicable Service and Buyer shall secure its own license, consent or alternative arrangement.
Third Party Licenses and Consents. Prometheus will use commercially reasonable efforts to obtain, or direct its Subsidiaries to obtain, any third party consents required under the terms of any agreement between Prometheus or any of its Subsidiaries, on the one hand and a third party, on the other hand, in order for Prometheus or its Subsidiaries to provide the Transition Services to the Target Companies during the Term which, for the avoidance of doubt, shall not include an obligation to pay any amounts or grant any contractual accommodations that are not promptly reimbursed by Mercury. If Prometheus or its Subsidiaries do not obtain required consent to transfer or use a license, or the vendor requires any of the Target Companies to purchase the license, Mercury shall be responsible for obtaining any such consent or purchasing any such license, provided that if such consent or license is not obtained, the Parties will cooperate and discuss, in good faith, implementation of alternative equivalent arrangements for provision of services to the applicable Target Companies.
