To Third Parties Clause Samples

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. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing, 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, 4(b), 6(a), 7(a)(1), 8, 9, 10(c), 11, 12, 15(k), 15(l) and Exhibit A 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 of 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 5 of this Agreement; and

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. 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 ▇▇▇▇▇▇’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. 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. Unless otherwise provided by the Act, no Member shall be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, or any agent or employee of the Company.

To Third Parties. Subject to the provisions of Section 5.2, on an individual Diagnostic Product-by-Diagnostic Product basis, diaDexus may sublicense, (without the right to further sublicense) to any third party, the rights to Designated Gene Product(s) and the Incyte Database Technology relating thereto, on a non-exclusive basis, in order to develop, make, use, offer to sell, import, export and distribute such Diagnostic Products granted under this Article 3.0; provided, however, that without the prior written consent of Incyte, no sublicense of Incyte Technology will be granted to any third party in the absence of a corresponding license of rights to a given Diagnostic Product discovered, researched and under bona fide product development by diaDexus, and the license of patent rights pertaining thereto owned by, licensed to or controlled by diaDexus; and further provided that each sublicense has a grant which is consistent with the terms herein and diaDexus shall be responsible for payments and royalties under such sublicenses due to Incyte under Article 4.0 pursuant to the terms and conditions of this Agreement.

To Third Parties. Starpak shall not subcontract any of its rights or obligations under this Agreement except as follows: