Third Party Transfer. Kochava shall not transfer Measurement Data, Offline Customer Data, or Combined Data (collectively, “Company Data”) to any third party unless Company specifically instructs the Platform to do so. If Company instructs the Platform to transfer Company Data to a third party (e.g. sending postbacks to a network, activating a Kochava Audience to an Activation Partner, etc.), then Company acknowledges and agrees all third party use thereof is solely governed by the contractual obligations between third party and Company. Kochava disclaims all liability for any such third-party use of Company Data.
Third Party Transfer. This Agreement is personal to the contracting parties. Neither party may seek to transfer, charge or make over this Agreement to any third party without the prior written approval of the other party except to the extent that the benefit and burden of this Agreement shall be binding upon the successors in business and/or title of the Assignee.
Third Party Transfer. If the Offered Shares are not purchased by the Company or the Non-Selling Shareholders pursuant to the provisions of this Section 2.04 the Selling Shareholder may transfer the Offered Shares to the Proposed Purchaser at any time for ninety (90) days after the expiration of the Shareholders First Refusal Period, at the price and on the exact same terms specified in the First Refusal Notice. Subject to the condition that the Proposed Purchaser agrees to be bound by the terms and conditions of this Agreement, and the Offered Shares shall continue to be subject to the terms of this Agreement.
Third Party Transfer. 11.1 Both parties shall be entitled to assign the benefit of this Agreement in whole or in part to any third party provided that no such assignment shall relieve Content Creation or the Talent of its obligations under this Agreement in the event of breach by the company receiving the benefit of the assignment. Further the party assigning of this Agreement must:
Third Party Transfer. 12.1 Neither party shall assign transfer charge or make over this Agreement or any of its rights or obligations without the prior written consent of the other party.
Third Party Transfer. If after the procedure set out in this clause has been complied with, all of the Transfer Shares have not been purchased by the Remaining Shareholders, the Transferor may transfer the Transfer Shares to a third party on terms and conditions which are no less favourable to the Transferor than the terms and conditions set out in the Transfer Notice at any time before the expiry of 6 months after the date of the Transfer Notice.
Third Party Transfer. If a Party wishes at any time (and subject to its obligations under the Call Option Agreement) to dispose of MTS Shares to a third party (subject to Sections 8.2 through 8.4), including but not limited to disposals by way of sale, swap and gift (in which case the price shall be determined in good faith and be subject to a maximum price payable therefor equal to that amount calculated at the relevant time by reference to the formula specified in Section 3 (i) of the Call Option Agreement), the other Party shall, in relation to each intended disposal, have a pre-emptive right to buy such shares, which shall be exercised as follows:
Third Party Transfer. A Seller may transfer any Disposal Shares, which have not been offered for sale and accepted for purchase by the Remaining Shareholders in accordance with this clause to any person, upon terms which are at least as equally favourable to the Seller as the terms set out in the Sale Notice at any time before 6 months following the date of the Sale Notice.
Third Party Transfer. The Initiating Tag Members shall notify the Company and each other Member in writing of (i) any Initiating Tag Member’s intention to effect such a Third Party Transfer, (ii) the identity of the Third Party transferee, (iii) the nature and per Common Unit amount of consideration to be paid by the Third Party transferee, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value thereof, (iv) the number of Common Units proposed to be sold by the Initiating Tag Members, (v) each other Member's pro rata portion of Common Units which it may Transfer in such Third Party Transfer, and (vi) the other material terms and conditions of such Transfer, including the proposed Transfer date, in each case, at least twenty five (25) Business Days before the closing of any such proposed Third Party Transfer, and each other Member shall have twenty (20) Business Days following the receipt of such notice from the Company to notify the Company in writing of the number of Common Units such Member desires to Transfer in such transaction. The Initiating Tag Members shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Such notice shall be accompanied by a written offer from the proposed Third Party transferee to purchase such Common Units. Any Transfer of Common Units by any Member pursuant to this Section 10.04 shall be for the same price and form of consideration per Common Unit, and on the same terms and subject to the same conditions as the sale of Common Units owned by the Initiating Tag Members other than de minimis differences and other than with respect to representations made individually by a Member with respect to representations regarding authorization, due execution, enforceability, no conflicts and title, which shall be borne solely by the Member making such representations. Any indemnification or other obligation assumed in connection with a Third Party Transfer (A) shall be allocated among the Members selling Units in such Third Party Transfer on a pro rata basis, other than with respect to representations made individually by a Member regarding authorization, due execution, enforceability, no conflicts and title which shall be borne solely by the Member making such representations, (B) shall be several and not joint and (C) shall in no event exceed the lesser of (1) the total consideration actually paid to such Memb...
Third Party Transfer. If the offer to Offeree under Section 12.2(a) is not accepted by the Offeree in accordance with Section 12.2(b), the Offeror shall be free to sell the Subject Interest to the proposed third party transferee, provided the sale is (1) on the same terms offered to the Offeree, and (2) closed within 60 days after the Offeree’s option to purchase has expired.
