Third Party Limitations. Each Party acknowledges and agrees that the Services provided by a Party through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the provider of such Service and such third parties. Each Party shall use commercially reasonable efforts to (a) obtain any necessary consent from such third parties in order to provide such Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Services sufficient for the other Party’s purposes. All costs associated with (a) and (b), above, shall be borne by the Party receiving the applicable Service, except that any one time costs incurred in connection with the migration of any Service to an alternative arrangement shall be borne by the Party providing the applicable Service. Notwithstanding the foregoing, the Party providing the applicable Service shall provide reasonable prior notice to the Party receiving the applicable Service of the costs associated with (a) and (b), and the Parties shall cooperate to mitigate such costs (including exploring alternative arrangements, if any).
Third Party Limitations. Nothing expressed or implied in this Section 6.5 shall confer upon any current or former Employee, any Transferred Employee, any spouse or dependent or legal representative of an Employee or Transferred Employee, or any labor union or bargaining representative, any rights or remedies, including any right to employment or continued employment for any specified period, or any benefits other than under the express terms of an applicable employee benefit plan.
Third Party Limitations. (a) Each Party acknowledges and agrees that the Third Party Services are subject to the terms and conditions of the Third Party Supply Contracts. Each Service Recipient shall comply with the terms of the respective Third Party Supply Contracts to the extent they are relevant to the receipt of the Third Party Services and to the extent that the Service Recipient has received prior written notification of the terms of the Third Party Supply Contracts.
(b) The Service Recipient shall not act, or omit to act, in a manner that would cause the Service Provider to be in material breach of any Third Party Supply Contract. In furtherance of the foregoing sentence, the Service Recipient shall indemnify and hold harmless the Service Provider or the relevant member of the Service Provider’s Group against all Damages to the extent resulting from any such breach to the extent set forth in any such Third Party Supply Contract.
(c) The Service Provider shall indemnify and hold harmless the Service Recipient from any Damages paid or payable by the Service Recipient or any member of the Service Recipient’s Group to any relevant Third Party Supplier to the extent such Damages result from a breach by the Service Provider or any member of the Service Provider’s Group of its obligations to such Third Party Supplier under the relevant Third Party Contract.
Third Party Limitations. Each Party acknowledges and agrees that any IT Services (including Third Party Services) provided using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such third parties. With respect to such IT Services, B/E shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other Service Provider thereof to)
(a) obtain any necessary consent (including any necessary licenses) from such third parties in order to provide the IT Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant IT Services; provided, however, that, at the written request of B/E, KLX shall reimburse B/E for any reasonable and documented additional incremental costs incurred by B/E (or any other Service Provider) in carrying out its obligations under subsection (a) or (b), above. KLX shall use commercially reasonable efforts to assist B/E in obtaining any such necessary consent or license.
Third Party Limitations. Each Party acknowledges and agrees that the Services provided by a Party through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the provider of such Service and such third parties. Each Party shall use commercially reasonable efforts to (a) obtain any necessary consent from such third parties in order to provide such Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Services sufficient for the other Party’s purposes. Nothing in this Section 3.2 shall limit either Party’s obligations under the Purchase Agreement. Except as expressly set forth in Section 2.10 or Schedule 2.1(a) or 2.2(a) or the Purchase Agreement, all costs associated with (a) and (b), above, shall be borne by the recipient of the applicable Service for which the applicable consents are required.
Third Party Limitations. Each Party acknowledges and agrees that any Transition Services (including Third Party Services) provided using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such third parties. With respect to such Transition Services, the Party Provider thereof shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other Service Provider thereof to)
(a) obtain any necessary consent (including any necessary licenses) from such third parties in order to provide the Transition Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Transition Services; provided, however, that, at the written request of the Party Provider, the Party Recipient shall reimburse the Party Provider for any reasonable and documented additional incremental costs incurred by the Service Provider in carrying out its obligations under subsection (a) or (b), above. The Party Recipient shall use commercially reasonable efforts to assist the Party Provider in obtaining any such necessary consent or license.
Third Party Limitations. (a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider to any Recipient if the provision of such Service requires the consent, waiver or approval from, or notification to, any third party (including a Governmental Authority), whether under applicable Law, by the terms of any contract to which such Provider or other member of its Group is a party or otherwise, unless and until such consent, waiver or approval has been obtained or such notification has been made. Furthermore, each Party acknowledges and agrees that the Services provided by a Provider through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Provider of such Service and such third parties (such agreements, the “Third Party Agreements”). The Recipient will be responsible for obtaining, and shall pay all costs of obtaining, any consents, waivers or approvals and making any notifications that may be necessary (including under the Third Party Agreements or any new Third Party Agreements) to permit Services to be provided hereunder. Each Provider shall use commercially reasonably efforts to assist the Recipient in obtaining any necessary consent (including any necessary licenses, waivers or approvals and making any necessary notifications) in order to provide such Services under this Agreement (including with respect to the Third Party Agreements or any new Third Party Agreements; it being understood that each Recipient shall only be granted access to Third Party Agreements during the term of this Agreement, and upon expiration of the applicable service term shall procure its own standalone license with the applicable third party provider).
(b) The Provider will not be required to provide the Recipient access to such third party Intellectual Property or to use such third party Intellectual Property in the performance of Services if doing so would not be permitted by the applicable Third Party Agreements with such third parties.
Third Party Limitations. (a) Service Recipient acknowledges and agrees that the Services provided by Service Provider through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable Contracts between Service Provider and such third parties. Service Recipient shall comply, and shall cause its Affiliates to comply, with the terms of such Contracts to the extent they are relevant to the receipt of the Services and to the extent that such terms are known to Service Recipient or its Personnel.
(b) Service Provider shall be entitled to exclusively manage its relationships with third parties.
(c) Service Provider Parties shall be responsible for the acts, omissions, defaults or insolvency of any third party engaged to provide Services. In the event that a third party that has been engaged to provide such Services fails to provide the Services in accordance with this Agreement, Service Provider Parties shall use commercially reasonable efforts to assert any rights that Service Provider Parties may have under the applicable Contracts with such third party. If the foregoing does not result in the restoration of the applicable Services, the applicable Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing shall be borne by Service Recipient; provided that if Service Provider or any of its Affiliates also receives services from such alternative service provider, Service Recipient shall only pay its pro rata share of the costs associated with obtaining such alternative service provider.
(d) Service Provider shall use commercially reasonable efforts to obtain any necessary Consent from third parties in order to provide the Services. If any such Consent is not obtained, Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing Consents and reasonable alternatives related to Service Changes...
Third Party Limitations. Each Party acknowledges and agrees that the Services provided by Primerica through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable agreements between Primerica and such third parties. If Primerica provides a Service through third parties or using third-party Intellectual Property, Primerica shall use commercially reasonable efforts to (a) obtain any necessary consent from such third parties in order to provide such Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Services sufficient for CitiLife’s purposes. All costs associated with (a) and (b), above, shall be borne by CitiLife; provided that Primerica shall not incur any such costs without the prior written consent of CitiLife. If any such acceptable alternative arrangement is not reasonably available or CitiLife does not consent to pay such additional costs, Primerica shall not be required to provide such Service.
Third Party Limitations. (a) The rights granted by Licensor pursuant to this Section 2, insofar as they relate to technology, property or rights that are developed or acquired with or from any third party currently or in the future, may become subject to any applicable restrictions and consents relating to such technology, property or rights under any license or similar agreement to which Licensor may in the future become a party. As Licensor develops or obtains rights to new technology that would constitute an Improvement to the Licensor Technology, in the event that any such license or other agreement imposes restrictions that may apply to the transactions contemplated by this Agreement concerning the Licensor Technology, Licensor will make commercially reasonable efforts to obtain license rights to include such intellectual property in the Licensor Technology (i) for use, application and sublicensing, as applicable, as contemplated by this Agreement, or (ii), if the licensor will not grant such rights to the extent described in clause (i), then to the extent such third party is willing to so grant.
(b) Licensor will use good faith efforts not to reduce the functional scope of its current, sublicensable rights under the Master License Agreement to the extent such reduction would have a material adverse effect on the Licensees, unless Licensor provides Licensees with substantially equivalent technology.
