THIRD PARTY RIGHTS AND CONSENTS Sample Clauses

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Xxxxxxx that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights") or (2) lessors' approvals or other consents to transfer any part of the Interests (other than governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectively, "Consents to Assign"), including the Preferential Rights and Consents to Assign set forth in Exhibit "C" and "D" to this Agreement which constitute all Preferential Rights and Consents to Assign affecting the Interests of which Venoco is aware. This Agreement shall be subject to the terms and conditions of all such Preferential Rights and Consents to Assign. The Consents to Assign are listed at Exhibit "C". Xxxxxxx acknowledges that Buyer has previously obtained necessary Lessor consents to transfer to Xxxxxxx and Xxxxxxx agrees that, to the extent such consents are material and reasonably applicable to this transaction Xxxxxxx shall waive the requirement of further Lessor consents as to the applicable leases. Promptly following the execution of this Agreement, Venoco shall use its best efforts to notify the holders of the Preferential Rights listed on Exhibit "D" and Consents to Assign which have not previously been receive or waived, of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties as set forth at Exhibit "E". If any third party exercises a valid Preferential Right the affected properties shall be excluded from the Interests and all proceeds paid to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by Venoco. Venoco shall promptly notify Xxxxxxx of the exercise of any Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. If a material Consent to Assign is not obtained then, unless it is waived by Xxxxxxx or it is evident that it will be routinely obtained thereafter, Venoco will continue to use reasonable good faith efforts to obtain said Consent to Assign. In the event any successful New Well is drilled or successful New Recomplet...
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THIRD PARTY RIGHTS AND CONSENTS. 10.1 If any of the Assets are subject to a preferential right of purchase or similar restrictions, or require the consent of any third party, which are in either case made effective by virtue of this Agreement, then Fort Xxxxx shall promptly serve all notices as are required under the preferential purchase or consent provisions. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. E-Com may not waive the existence or operation of any preferential or similar right to purchase any of the Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not be considered a defect of title and such Assets shall be excluded from the purchase and sale herein, and the purchase price to be paid by E-Com to Fort Xxxxx pursuant to clause 2 hereof shall be reduced by an amount to be negotiated by the parties acting reasonably and without delay.
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THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request of the Purchaser, Vendor shall use reasonable efforts to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for.
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THIRD PARTY RIGHTS AND CONSENTS. 7.1 Within 5 Business Days following execution of this Agreement Vendor shall notify Purchaser of those Assets subject to a preferential right of purchase, or similar restriction that are triggered and issuable as a result of this transaction and within 10 Business Days following receipt of such notice, Purchaser, acting reasonably, shall advise Vendor in writing of its proportionate allocation of the Purchase Price to those Assets that are subject to such preferential rights of purchase, or similar restriction, and these allocations will be used for the purposes of this clause.
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THIRD PARTY RIGHTS AND CONSENTS. 3.01 Preferential Rights of Purchase and Consents --------------------------------------------
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THIRD PARTY RIGHTS AND CONSENTS. 12.1 If any of the Assets are subject to a preferential right of purchase or similar restrictions, or require the consent of any third party, which are in either case made effective by virtue of this Agreement, then upon the execution of this Agreement, GHI shall promptly serve all notices as are required under the preferential purchase or consent provisions. Scarab shall forthwith supply to GHI the value placed by Scarab for the purposes of this purchase on any of the Assets with respect to which GHI is required to give notice pursuant to this clause. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. Scarab may waive the existence or operation of any preferential or similar right to purchase any of the Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not be considered a defect of title and such Assets shall be excluded from the purchase and sale herein, and the purchase price to be paid by Scarab to GHI pursuant to clause 3 hereof shall be reduced by an amount to be negotiated by the parties acting reasonably and without delay. If, by June 18, 2004, all such waivers of any preferential or similar right to purchase any of the Assets or the granting of any consent that may be required has not been received or waived by Scarab, or if Scarab and GHI cannot agree to the reduction in the purchase price to be paid by Scarab on the Closing Date, then either Scarab or GHI may terminate this Agreement by notice in writing to the other.
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THIRD PARTY RIGHTS AND CONSENTS. 3.1 Preferential Rights of Purchase and Consents 9 3.2 Operatorship and Third Parties 9 ARTICLE 4
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THIRD PARTY RIGHTS AND CONSENTS. 9.1 If any of the Assets are subject to a preferential right of purchase or similar restrictions, or require the consent of any third party, which are in either case made effective by virtue of this Agreement, then Fox L.L.C. shall promptly serve all notices as are required under the preferential purchase or consent provisions. Fox Inc. shall forthwith supply to Fox L.L.C. the value placed by Fox Inc. for the purposes of this purchase on any of the Assets with respect to which Fox L.L.C. is required to give notice pursuant to this clause. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. Fox Inc. may not waive the existence or operation of any preferential or similar right to purchase any of the Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not be considered a defect of title and such Assets shall be excluded from the purchase and sale herein, and the purchase price to be paid by Fox Inc. to Fox L.L.C. pursuant to clause 3 hereof shall be reduced by an amount to be negotiated by the parties acting reasonably and without delay.
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THIRD PARTY RIGHTS AND CONSENTS 
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Related to THIRD PARTY RIGHTS AND CONSENTS

  • Third Party Rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

  • Governing Law; No Third Party Rights This Agreement and the Notes and the rights and obligations of the parties under this Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and, except as set forth in subsection 11.6, no other Persons shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • EXCLUSION OF THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Benefits of Agreement; No Third-Party Rights None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

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