Third Party Software Licenses. Use of Our Products or some features thereof may require that Customer have licenses for third party software that have not been distributed with Our Products; Customer is responsible for purchasing such third-party software licenses.
Third Party Software Licenses. (a) SpinCo agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent or any other relevant Service Provider Party make use of Third Party software or systems for the benefit of SpinCo in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent shall use commercially reasonable efforts to secure any and all Third Party consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents and licenses required to allow SpinCo to obtain access to the systems of any applicable software or technology vendor for its benefit, including to permit use by Parent or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo shall be responsible for and shall pay or reimburse Parent for all incremental costs, expenses, fees, levies or charges Parent, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such software licenses and required consents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution Agreement, (b) Parent agrees to use commercially reasonable efforts to avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parent, nor any other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software licenses and required consents. Neither Parent nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents in accordance with the obligations of this Section 2.7); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole cost and expense. To the extent that SpinCo has direct access to or use of Third Party software licensed by Parent...
Third Party Software Licenses. THIS SECTION IS INTENTIONALLY LEFT BLANK.
Third Party Software Licenses. Third Party Software included with the Software is licensed under the terms of Third Party Software Licenses. You understand and agree that, although provided to you by the Company with the Software, your use of Third Party Software shall be and is governed by such Third Party Software Licenses. You understand and acknowledge that Third Party Software is being provided “AS IS” WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If there is a conflict between this Agreement and any Third Party Software License with respect to Third Party Software, the provisions of such Third Party Software License shall prevail.
Third Party Software Licenses. Contractor shall assign or otherwise provide a license agreement to the Counties to Third-Party Software upon expiration or termination of the Agreement to the extent permitted by the Third-Party Software license and as indicated in Exhibit B. Prior to utilizing any Third-Party Software product that may be included as part of a Software Deliverable to the Counties and that could be licensed directly to the Counties by the licensor if the Third-Party Software would be installed on the Equipment of the Counties or their designee, Contractor shall provide copies of any applicable license agreement from the licensor of the Third-Party Software as part of the review process by the SAC to allow the Counties to pre-approve such license agreement, and the Counties shall approve, reject or request changes to such license agreements within two weeks of receipt.
Third Party Software Licenses. Receiver acknowledges that the parties have attempted to identify in the applicable TSA Exhibits any software licensed to Provider by third parties that is required to provide the Services and any amounts payable in order to permit Provider to use such software to provide the Services to Receiver. The foregoing notwithstanding, if any third party software that is required to provide the Services is not identified in the applicable TSA Exhibit, or the amount of any consideration payable in order to permit Provider to use the software to provide the Services is not accurately reflected in the applicable TSA Exhibit, then Provider will provide Receiver with 15 days prior written notice of any additional consideration payable to the licensor of the software. Receiver will then have the option to (i) procure its own license to the software at its own expense or (ii) authorize Provider to incur the required additional consideration on its behalf and at Receiver’s expense. If Receiver does not agree to either (i) or (ii) above, Provider will not be required to provide the Services for which the third party licenses are required.
Third Party Software Licenses. Certain software may be provided pursuant to a license agreement between a Travelport Group Company and a third party licensor (each a “Third Party Licensor”). The Third Party Licensor may require the Travelport Group Company to agree and comply with terms and conditions that may not already be reflected in this Agreement. While the applicable Travelport Group Company will always use its commercially reasonable efforts to negotiate terms with Third Party Licensors that are consistent in all material respects with those already contained in this Agreement, it may from time to time be necessary for Travelport to pass on to its customers additional terms and conditions required by Third Party Licensors. In such event Travelport may require that Subscriber agree to terms and conditions of use in addition to those set out in this Agreement before Subscriber and the applicable Orbitz Worldwide Agencies are permitted access to such software, and any such agreement will not be unreasonably withheld. Notwithstanding the foregoing, under no circumstances will any terms and conditions relating to any Third Party Licensor of software that is essential for the provision of the base Products and Services involve any payment obligations by Orbitz (Travelport and not Orbitz shall absorb any Third Party Licensor charges or fees).
Third Party Software Licenses. The Products may contain or be provided with components which are licensed from third parties (“Third Party Code”), including components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification, or reverse engineering.
Third Party Software Licenses. The Software may contain embedded third party software components, which are provided as part of the Software and for which additional terms may be included, if required, in the Documentation.
Third Party Software Licenses. To the extent that the transfer of Transferred Assets by Seller to Buyer under this Agreement results in the transfer of third party software that was rightfully used by Seller prior to the Closing Date in the normal course operation of the Business pursuant to contracts with the owners or licensors of such software ("Third Party Intellectual Property Contracts"), then effective as of the Closing and provided that no payments to any person are thereby required (except with respect to payments relating to the transfer of switch software, which will be shared equally by Buyer and Seller), at Closing Seller shall assign to Buyer, to the extent permitted by the Third Party Intellectual Property Contracts, and Buyer shall accept all rights and licenses if any to possess and use such software pursuant to such Third Party Intellectual Property Contracts. Buyer agrees that the acceptance by Buyer of such assignment of the Third Party Intellectual Property Contracts includes the assumption by Buyer of obligations under such Third Party Intellectual Property Contracts, including all obligations necessary or incidental to the transfer of such rights and licenses.
