Excluded Third Party definition

Excluded Third Party means Pearson, XxXxxx Xxxx, Scholastic, K12 Inc., Scantron/Global Scholar, MacMillan, or any affiliate of any of the foregoing.
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Excluded Third Party means a Third Party making or selling Excluded Technology.
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Excluded Third Party means any Third Party and its Affiliates against which: (a) any suit or action involving any Axxxxxxx Patent has been instituted between Palomar or any Palomar Affiliates and such Third Party or any of its Affiliates; or (b) Palomar or any of Palomar Affiliates has an outstanding injunction pertaining to infringement of the Axxxxxxx Patents.
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Examples of Excluded Third Party in a sentence

  • Notwithstanding anything herein to the contrary, without the prior written consent of Licensor, Licensee may not assign or transfer this Agreement to any Excluded Third Party or to any Third Party that has been finally adjudged by a court of competent jurisdiction in the last five (5) years to be liable for willful copyright infringement or its substantial equivalent under foreign law.

  • Thus, the Parties have agreed to preclude any Excluded Third Party from becoming a “Cutera Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Cutera or any Cutera Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a).

  • No Excluded Third Party shall be considered an Affiliate of Syneron for the purposes of this term sheet.

  • Thus, the Parties have agreed to preclude any assignment of this Agreement by Syneron to any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder.

  • The Parties intend that no Excluded Third Party, or any of their Excluded Technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a).

  • Thus, the Parties have agreed to preclude any Excluded Third Party from becoming a “Cynosure Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Cynosure or any Cynosure Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a).

  • Sellers shall notify the Purchaser promptly of any Third Party Offer that is bona fide (other than an Excluded Third Party Offer), including the identity of the party or parties making such offer, the terms and conditions of such offer and such other information as the Purchaser shall reasonably request.

  • Thus, the Parties have agreed to preclude any Excluded Third Party from becoming an “Axxx Affiliate” hereunder as provided in Section 1.1(a), and further have agreed to preclude any Assignment of this Agreement by Axxx or any Axxx Affiliate to or otherwise involving any Excluded Third Party under Section 9.3.

  • Without limiting the generality of the foregoing, the Contractor acknowledges and agrees that:  Prior to the date of execution hereof, the Contractor analyzed the risks involved and in calculating the Contract Price included adjustments deemed appropriate by the Contractor to account for the potential risks of additional costs and delays relating to Relocations and Excluded Third Party Facilities.

  • If TearLab have not responded to a request from MiniFAB to approve a Reagents or Excluded Third Party Components supplier or the terms and specifications with such suppliers within 15 days then the request will be considered approved.


More Definitions of Excluded Third Party

Excluded Third Party means any Third Party and its Affiliates against which: (a) any suit or action involving any Xxxxxxxx Patent has been instituted between Palomar or any Palomar Affiliates and such Third Party or any of its Affiliates, other than any such Third Party for which Cutera can demonstrate by competent written evidence that Cutera and such Third Party had conducted substantial negotiations in good faith (such as evidenced by an executed letter of intent or memorandum of understanding) concerning an otherwise prohibited transaction (e.g., an Assignment pursuant to Section 9.3(a) or any Acquisition covered by Section 2.2(e)(i) (including any that would cause such Third Party to become a “Cutera Affiliate” hereunder as defined in Section 1.1(b) save for the “Excluded Third Party” restriction therein), or a sublicense pursuant to Section 2.2(a)) before the date that any such suit or action was first filed; or (b) Palomar or any of Palomar Affiliates has an outstanding injunction pertaining to infringement of the Xxxxxxxx Patents.
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Excluded Third Party means any Third Party and its Affiliates against which: (a) any suit or action involving any Anderson Patent has been instituted between Palomar or any Palomar Affiliates and such Third Party or any
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Excluded Third Party means any Third Party and its Affiliates against which: (a) any suit or action involving any Axxxxxxx Patent has been instituted between Palomar or any Palomar Affiliates and such Third Party or any of its Affiliates; or (b) Palomar or any of Palomar Affiliates has an outstanding injunction pertaining to infringement of the Axxxxxxx Patents; provided, however, that an Excluded Third Party to which Palomar grants a non-exclusive sublicense under the Axxxxxxx Patents within the Professional Field, which sublicense agreement has materially the same terms as this Agreement, shall no longer be deemed an “Excluded Third Party” hereunder effective upon the effective date of such sublicense grant; provided, further, that in the event of an Acquisition (as defined in Section 2.2(e)), such sublicense granted to such Third Party and the terms of such sublicense agreement (and not this Agreement) shall apply to such Third Party’s product(s) and technology, and improvements and derivatives thereto.
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Excluded Third Party has the meaning given in clause 28.4;
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Excluded Third Party means any Third Party and its Affiliates against which: (a) any suit or action involving any Xxxxxxxx Patent has been instituted between Palomar or any Palomar Affiliates and such Third Party or any of its Affiliates; or (b) Palomar or any of Palomar Affiliates has an outstanding injunction pertaining to infringement of the Xxxxxxxx Patents; in each case of (a) and (b), other than any Third Party for which Laserscope can reasonably demonstrate by written evidence that Laserscope and such Third Party had conducted substantial negotiations in good faith concerning an otherwise prohibited transaction (e.g., an Assignment pursuant to Section 10.3(a) or any Acquisition covered by Section 2.2(e) (including any that would cause such Third Party to become a “Laserscope Affiliate” hereunder as defined in Section 1.1(b) save for the “Excluded Third Party” restriction therein), or a sublicense pursuant to Section 2.2(a)), in each case before the date that any such suit or action was first filed or any injunction entered.
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Related to Excluded Third Party

  • Qualified third party means 1 or more of the following:

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Excluded Technology means the Technology listed on Exhibit C.

  • Nonaffiliated third party means any person except:

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Unauthorized Third Party means any person or entity that, at the time of the Computer Fraud, is not an Authorized User.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;

  • Excluded Party means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.”

  • Excluded Transactions means:

  • Authorised Third Party means a person authorised by you to initiate trades or close existing trades using your account details, as referred to in Clause 16.

  • Authorized Third Party means an entity that:

  • Third Party Agreement has the meaning provided in Section 5(a) hereof.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • BRRD Party means any Underwriter subject to Bail-in Powers.