Customer Agreements. In addition to other provisions hereof, MBC ------------------- shall not distribute any Cooperative Application or MBC Product to any Person unless MBC shall have first notified and required such Person to execute a customer agreement: (i) provided by InterTrust; or (ii) provided by MBC that (a) has been previously approved in writing by InterTrust and (b) is in accordance with the terms of this Section 6.2 (the "Customer Agreement"). The ------------------ terms of such Customer Agreement relating to InterTrust Technology may be amended from time to time by InterTrust as may be reasonably necessary to protect InterTrust's rights hereunder, but solely for subsequent executions of such Customer Agreement and as herein provided. The Customer Agreement shall contain, at minimum and as relevant hereunder, terms that: (1) notify MBC customers of the restrictions on MBC's rights with respect to performing Clearinghouse Functions, granting sublicenses, and otherwise restricting the rights of such customers with respect to use of the MBC Product or Cooperative Application, as applicable, especially the InterTrust Technology incorporated therein; (2) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the MBC Product or Cooperative Application; (3) stipulate that such customer has no right to use the MBC Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever without InterTrust's express authorization pursuant to a written license agreement directly between such customer and InterTrust; (4) prohibit such customer from using the Cooperative Application or MBC Product to make and/or exploit any commercial product other than a Vertical Application; (5) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (6) contain such other provisions as stipulated herein. MBC agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, MBC shall substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder, including protection agai...
Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.2, at the written request of Arena, Eisai shall assign to Arena or its designee any Third Party distribution agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Eisai’s rights with respect thereto. Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Eisai terminates this Agreement pursuant to Section 12.2(a)(ii) or Section 12.2(a)(iii), Eisai shall have no obligations under this Section 13.2(f) unless and until the Parties agree upon commercially reasonable terms with respect to Eisai’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to the Products in the Territory.
Customer Agreements. (a) With respect to Master Agreements, Seller, Buyer and their respective Subsidiaries will use commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use commercially reasonable efforts to obtain within six (6) months following the Closing Date (other than for Federal Government Contracts for which there will be no six (6) month limit on the parties’ obligations to use commercially reasonable efforts to obtain a Federal Government novation), from the counterparty to each Master Agreement, any consent that is required to separate the portion of such Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred Business, it being understood that neither Seller nor Buyer or any of their respective Subsidiaries shall be required to grant any consideration to any counterparty to such Master Agreement. Buyer and Seller shall cooperate and work in good faith to separate the applicable portion of any Master Agreement hereunder. The Contract constituting the separated portion of any Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred Business as described in the preceding sentence shall constitute a “Customer Contract” and “Assigned Contract” under this Agreement, it being understood that in no event shall those portions of any Master Agreement providing for the delivery of goods and services that do not constitute ILEC Services or other goods or services provided by the Transferred Business be considered a Customer Contract or any Assigned Contract.
Customer Agreements. This Agreement supplements all other agreements between the Company and Bank with respect to the Deposit Accounts, as such agreements may now exist or may hereafter be amended and whether now existing or hereafter arising, including, but not limited to, all agreements pertaining to use of Bank’s cash management facilities and the daily transmission limits set forth therein. No consent of Agent or the Lenders shall be required to amend any such other agreement or for the Company and Bank to enter into any additional agreement. In the event of any inconsistency between this Agreement and the terms of such other agreements of the Company or its affiliates with Bank, the terms of this Agreement control.
Customer Agreements. MSP will be solely responsible for providing its products and services to its Customers. Malwarebytes will have no liability to any Customer with respect to MSP’s use of the Software whether such use is on such Customer’s behalf or otherwise. Without limiting the foregoing, MSP may not distribute the Software to any Customer unless MSP has entered into a written agreement with such Customer that contains, at a minimum, terms and conditions substantially similar to the following:
Customer Agreements. NantHealth will only exercise its rights under Section 2.1 if: (i) NantHealth obtains appropriate authorization and the informed consent from the applicable patient under an informed consent document provided by or otherwise approved by NantOmics (which informed consent document shall provide NantOmics with rights to Omics Data as contemplated in this Agreement) and (ii) with respect to any Institutional Customer, such Intuitional Customer executes a Customer Agreement with terms and conditions no less protective of NantOmics and its service providers than the applicable terms and conditions related to NantHealth’s own products and services and, with respect to the Omics Services, reasonable warranty disclaimers and liability limits for services of this type and rights to Omics Data as contemplated in this Agreement.
Customer Agreements. All customer agreements used by Correspondent shall be provided by Ridge or, alternatively, by Correspondent at its expense and pre-approved in writing by Ridge. In the event that any customer agreement is prepared by Correspondent, Correspondent agrees to designate Ridge as a beneficiary of each of Customer’s representations, warranties, acknowledgments and covenants in the customer agreement to the same extent as if such representations, warranties, acknowledgments and covenants were made directly by Customer to Ridge, and that Ridge, in its own name and for its own benefit, shall be entitled to enforce such provisions and all other rights granted to Correspondent directly against Customer.