To Third Parties Sample Clauses
To Third Parties. If Roche grants a sublicense, all of the terms and conditions of this Agreement shall apply to the sublicensee to the same extent as they apply to Roche for all purposes of this Agreement. Roche assumes full responsibility for the performance of all obligations so imposed on such sublicensee and will itself pay and account to Gilead for all royalties due under this Agreement by reason of the operations of any such sublicensee.
To Third Parties. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing and Supply and Services, except as follows:
(1) Prior to any subcontractor performing any such services for StarTek under this Agreement, StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should StarTek fail to timely do so; that Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to:
(A) comply with the applicable obligations identical to those imposed on StarTek under Sections 2, 5(b), 7(a), 8(a)(1), 9, 10, 11(c), 12, 13, 16(k), 16(l) and Exhibits A and B of this Agreement, and
(B) halt reproduction of Product(s) as required under this Agreement or upon notice from StarTek or Microsoft of the termination or expiration of this Agreement, and
(C) pay Microsoft's attorneys' fees if Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and
(2) StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on StarTek by this Agreement; and
(3) StarTek shall indemnify, defend and hold Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill the applicable obligations imposed on StarTek by this Agreement, including, but not limited to, StarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and
(4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 6 of this Agreement; and
(5) Microsoft, in its reasonable discretion, will provide an approved CD and COA supplier list as seen in Exhibit F which may be updated by Microsoft from time to ...
To Third Parties. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, or any liability to, any Third Party.
To Third Parties. Tenant shall not assign this Lease or any interest therein, nor lease or sublet the said Premises, or any part thereof, or any right or privilege appurtenant thereto, nor permit the occupancy or use of any part thereof by any other person, without the prior written consent of Landlord. A consent to one assignment, subletting, occupancy or use, shall not be construed as a consent to any subsequent assignment, subletting, occupancy or use. Any such assignment, subletting, occupancy or use, without the prior written consent of Landlord, shall at the option of Landlord terminate this Lease and any such purported assignment, sublease occupancy or use shall be null and void.
To Third Parties. The Lender shall in no event be responsible or liable to any person other than the Borrower for its disbursement of or failure to disburse the funds or any part thereof, and neither the contractor nor any subcontractor nor materialmen or craftsmen nor laborers nor others shall have any claim or right against the Lender under this Agreement or the Lender's administration thereof. The Lender shall not be liable to any materialmen, contractors, craftsmen, laborers or others for goods or services delivered by them in or upon the Property, nor for debts or claims accruing to any such parties against the Borrower. Nor shall the Lender be liable for the manner in which any disbursements under this Agreement may be applied by the Borrower and the contractor or either of them or for any compliance with the Florida Construction Lien Law. The Borrower is not and shall not be an agent for Lender for any purpose.
To Third Parties. Prior to Licensor’s acquisition of the Initial Property, HRF entered into an agreement (the “Third Party Lease”), pursuant to which HRF leases the CPR Ag Lots currently designated as Puuwai-5, Puuwai-6 and Kaulana-12 to a third party (the “Tenant”). Pursuant to the Third Party Lease, the term of the Third Party Lease expires on October 31, 2023 and the Tenant has the exclusive right to use and occupy Puuwai-5, Puuwai-6 and Kaulana-12 until then. To the extent that the Third Party Lease remains in effect as of the Commencement Date and the Ag Lot is located within Puuwai-5 and/or Puuwai-6, this Agreement, and Licensee’s rights under this Agreement, shall be subject to the Third Party Lease and the Tenant’s right to use and occupy the Ag Lot (or portion thereof) located within Puuwai-5 and/or Puuwai-
To Third Parties. As of the Agreement Date, the CPR Ag Lots currently designated as Puuwai-5, Puuwai-6 and Kaulana-12 are subject to an agreement (the “Third Party Lease”) pursuant to which a third party (the “Tenant”) has the exclusive right to use and occupy such CPR Ag Lots. The Third Party Lease is scheduled to expire on October 31, 2023. If any portion of the Ag Lot is located within Puuwai-5, Puuwai-6 and Kaulana-12, this Agreement, and Licensee’s rights under this Agreement, shall be subject to the Third Party Lease and the Tenant’s right to use and occupy the Ag Lot (or portion thereof) located within Puuwai-5, Puuwai-6 and/or Kaulana-12. Without limiting the foregoing and notwithstanding anything to the contrary contained elsewhere in this Agreement, Licensee shall not enter or use any portion of the Ag Lot, which is located within Puuwai-5, Puuwai-6 and/or Kaulana-12 until such time as the premises demised under the Third Party Lease has been surrendered to Licensor (the “Surrender Date”). Notwithstanding this Agreement, Licensor shall retain all rights and obligations of the landlord under the Third Party Lease. This includes the rights and obligations to collect all rent payable under the Third Party Lease, to accept surrender of the premises, seek eviction of the Tenant, and otherwise enforce the terms and provisions of the Third Party Lease. The net proceeds received by Licensor arising from the Third Party Lease for the period between the Commencement Date and the Surrender Date shall be split proportionally among licensees (and Licensor with respect to any agricultural lots not licensed to a licensee) whose agricultural lots (or portions thereof) are located within Puuwai-5, Puuwai-6 and/or Kaulana-12 pro rata based on the area (measured in acres rounded to the nearest thousandth of an acre) of the agricultural lots located within Puuwai-5, Puuwai-6 and/or Kaulana-12. Licensor shall pay Licensee its share of the net proceeds within thirty (30) days after the Surrender Date. Upon Xxxxxx’s surrender of the premises, Licensor shall promptly notify Licensee of the Surrender Date and Licensee may enter and use the Ag Lot from and after the Surrender Date in accordance with this Agreement.
To Third Parties. Tenant may not assign, sublet or permit the use by others of the Leased Premises, or any part thereof, without in each instance the prior written consent of Landlord, which consent may not be unreasonably withheld or conditioned.
To Third Parties. This option shall be for a period of [...***...] from the Effective Date of this Agreement. In the event that GSK chooses to exercise this option, GSK shall have the [...***...] to purchase such products on commercially reasonable terms to be negotiated by the Parties in good faith. [...***...], the terms of any such agreement including any necessary licenses shall be at a cost no greater than and on terms no less favorable to GSK than those set *Confidential Treatment Requested
To Third Parties. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to the Services, except as follows:
(i) StarTek may only sub-contract the Services to such third parties as MICROSOFT shall first approve in writing on the basis that such sub-contractor must upon request by MICROSOFT, agree in writing to undertake the same obligations and/or abide by the same restrictions to which StarTek is subject under Sections 4 (IPR), 7 (Year 2000 Compliance), 9 (Confidentiality), 10 (Title), Exhibit C (Insurance and Risk of Loss) and 13 (Record Keeping; Record Review). If such sub-contracting relates to the purchase of Product Components, then StarTek may only sub-contract with a MICROSOFT Authorised Replicator;
(ii) Neither MICROSOFT, Microsoft Corporation nor any of its and/or their affiliates and its and/or their licensors shall have any liability to StarTek or otherwise in the event of the alteration or termination of any such relationship between the independent third parties concerned. StarTek shall indemnify MICROSOFT, Microsoft Corporation and any of its and/or their affiliates and its and/or their licensors against any claim, cost, liability, damages, expenses or proceedings brought against or incurred by MICROSOFT arising out of the alteration or termination of any such relationship to which StarTek is a party;
(iii) In the event that StarTek has entered into a sub-contract pursuant to Section 5(a) and Section 16(a), StarTek shall immediately notify MICROSOFT of the termination or expiration for whatever reason of such sub-contract, and shall at StarTek's expense recover and repossess any stocks of Products, Product Components and other MICROSOFT materials and goods including without limitation all replication lists and all CD masters, CD stampers, CD serialisation files and labels, all software on disk, CD-R masters, CD-ROM masters, glass masters, electronic files, film masters, electronic and physical artwork files, PID files and labels, disk masters, label masters, label art, labels, user guide masters, packaging masters or other masters, Microsoft certificates of authenticity, Microsoft certificate of authenticity labels, raw disks and source code in the possession or control of such sub-contractor.
(iv) In the event that MICROSOFT notifies StarTek of the termination or expiration for whatever reason of a MICROSOFT Replication Agreement, StarTek shall immediately cease to sub-contract in respect of the Services with the MI...