Subject to Third Party Rights Sample Clauses

Subject to Third Party Rights. Notwithstanding anything else in this Agreement, neither Party shall be obligated to assign, license or otherwise convey, or be deemed to assign, license or otherwise convey, any assets, rights, technology, or other information or materials owned by, or subject to the rights of, a Third Party, or any agreement with a Third Party, if and to the extent such Party does not have the right so to assign, license or convey, provided that such Party shall use commercially reasonable efforts to obtain the consent of the Third Party to any assignment, license or other conveyance contemplated by this Agreement at no charge to the assignee or licensee, as applicable (such efforts will include payment of any fees to the Third Party required to effect the assignment, license or conveyance). Each Party acknowledges and agrees that all assignments, licenses and other conveyances made hereunder are subject to the Third Party Licenses granted before the Effective Date.
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Subject to Third Party Rights. Notwithstanding anything else in this Agreement, neither Party shall be obligated to license or otherwise convey, or be deemed to license or otherwise convey, any assets, rights, technology, or other information or materials owned by, or subject to the rights of, a third party, or any agreement with a third party, if and to the extent such Party does not have the right so to license or convey. Without limiting the generality of the foregoing, AF Services shall not be obligated to license or otherwise convey, or be deemed to license or otherwise convey, to eCOST any rights in any third-party tools used to develop the AF Services Software or any third party software (including modules thereof) embedded in the AF Services Software. In addition, eCOST acknowledges that various third party software is required for operation and use of the AF Services Software and that eCOST will be solely responsible for obtaining its own licenses of such software.
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Subject to Third Party Rights. Notwithstanding anything else in this Agreement, PC Mall shall not be obligated to license or otherwise convey, or be deemed to license or otherwise convey, any assets, rights, technology, or other information or materials owned by, or subject to the rights of, a third party, or any agreement with a third party, if and to the extent that PC Mall does not have the right so to license or convey. Without limiting the generality of the foregoing, PC Mall shall not be obligated to license or otherwise convey, or be deemed to license or otherwise convey, to eCost any rights in any third-party tools used to develop the PC Mall Software or any third party software (including modules thereof) embedded in the PC Mall Software. In addition, eCost acknowledges that various third party software is required for operation and use of the PC Mall Software and that eCost will be solely responsible for obtaining its own licenses of such software.
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Related to Subject to Third Party Rights

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • Governing Law; No Third Party Rights This Agreement and the Notes and the rights and obligations of the parties under this Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and, except as set forth in subsection 11.6, no other Persons shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement.

  • Benefits of Agreement; No Third-Party Rights None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

  • EXCLUSION OF THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Third Party Rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • No Rights in Third Parties This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

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