Transfer of Third Party Contracts Sample Clauses

Transfer of Third Party Contracts. This Agreement is not to be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of that third party contract.
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Transfer of Third Party Contracts. Unless listed on Schedule 1, this Agreement should not be construed as an assignment of any third party contract from the Seller to the Purchaser. In addition, this Agreement should not be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of the third party contract. The Purchaser will be solely responsible for acquiring new contracts with third parties where the existing contracts are not legally assignable from the Seller to the Purchaser. Notwithstanding any other provisions in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value resulting from the failure of the Purchaser to acquire any third party contracts.
Sample 1
Transfer of Third Party Contracts. [***]; provided, however, that the Parties shall continue to cooperate, under the supervision of the Transition Committee, in a timely manner to effect the transfer to LICENSEE of any Third Party Contracts in accordance with Schedule B as promptly as reasonably practicable pursuant to this Agreement. Such cooperation shall include, without limitation, the timely execution of all agreements or documents required in order to effect the transfer of Third Party Contracts for services performed in relation to the Existing Trials by Third Parties from PFIZER to LICENSEE.
Sample 1
Transfer of Third Party Contracts. 8.3.1 Subject to the CSC having obtained any Required Consents pursuant to Section 8.6, as of the applicable Handover Date, Textron shall assign or novate, as Textron shall deem appropriate in its sole discretion, to CSC, and CSC shall accept such assignment or novation, as applicable, for, those Existing Equipment Leases, Third Party Service Contracts and Third Party Software Contracts listed in Annex F-2 of Schedule F (Existing Equipment and Software) (collectively, the “Assigned Contracts”). The Parties shall enter into an assignment or a novation agreement, as applicable, substantially in the form attached to Schedule F (Existing Equipment and Software) with respect to the Assigned Contracts. 8.3.2 CSC shall comply with the duties imposed on Textron under the Assigned Contracts and shall pay directly (or reimburse Textron if Textron has paid) the charges under the Assigned Contracts that are attributable to periods on and after the applicable Handover Date. Textron shall be responsible for compliance and charges attributable to periods prior to the applicable Handover Date. For purposes of this section, the “Handover Date” for a Third Party Contract added to Annex F-2 to Schedule F (Existing Equipment and Software) after the Signature Date shall be the later of the actual Handover Date or the date that the Third Party Contract is added to Annex F-2 to Schedule F. 8.3.3 Textron shall be responsible for charges for maintenance under any Lease for Midrange Legacy Servers in accordance with Appendix 2C to Attachment 2), and except for such Midrange Legacy Servers CSC shall be responsible for maintenance charges for any other Supported Equipment under any Lease which is a Managed Contract or an Assigned Contract. 8.3.4 CSC shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of the Assigned Contracts and Managed Contracts that have been identified by Textron or CSC on Annex F-2 and F-3 to Schedule F (Existing Equipment and Software). Textron shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of any Third Party Contracts related to the Services which have been identified by Textron or CSC subsequent to the Signature Date and prior to the first anniversary of the first Handover Date and which Textron elects to add to Annex F-2 or F-3 to Schedule F. In connection with any such contract, CSC shall provide a proposal showing the difference in pricing (up or down) if the c...
Sample 1
Transfer of Third Party Contracts. 13.1 This Contract should not be construed as an assignment of any third party contract from the Assignor to the Assignee. 13.2 The Assignee will be solely responsible for acquiring new contracts with third parties. The Assignor will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of the Assigned Rights resulting from the failure of the Assignee to acquire the assignment of any third party contracts.
Sample 1
Transfer of Third Party Contracts. This Agreement is not to be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of that third party contract. The Purchaser will be solely responsible for acquiring new contracts with third parties where the existing contracts are not legally assignable from the Seller to the Purchaser. Notwithstanding any other provision in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of the Seller resulting from the failure of the Purchaser to acquire any third party contracts.
Sample 1

Related to Transfer of Third Party Contracts

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Contracts (Rights of Third Parties ACT 1999

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • Third Party Content In order to avoid potential infringement of IPR, Influencers should not endorse, copy, or adopt third party content.

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