Specified Third Party definition
Examples of Specified Third Party in a sentence
Upon the cession of any such Specified Policy, the Parties will make the payments required by Section 8(a)(vi) and, without duplication, with respect to the Specified Third Party Reinsurance and any other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or recaptured prior to or upon the effectiveness of such cession and assumption, Section 8(a)(v).
Subject to the Specified Third Party Software, Cloudhouse warrants that it and/or its licensors own all right, title, and interest in and to the Developed Software, it has a valid license to the Core Software and that it has full power to enter into and perform this Agreement including the grant of rights in Section 2.
If at any time you or any Specified Third Party shall be required by law to make any deduction or withholding from any payment due from you or any Specified Third Party to us, you shall simultaneously pay to us (or, where such payment is due from a Specified Third Party, procure the payment to us) such additional amount as may be necessary to ensure that we receive a net sum equal to the payment we would have received had no deduction or withholding been made.
Further, to the extent the Bank or the Specified Third Party elects to sell, assign or transfer such Specified Portfolio pursuant to a bidding process, then Elavon shall be entitled to participate in such bidding process and Elavon, and any offer it shall make, shall be given equal consideration therein.
If, at any time on or prior to the Designated Date, such Indemnitee receives any Net Alternative Recovery Amount with respect to such insurance claim or claim against such Specified Third Party, such Indemnitee shall pay any portion of such Net Alternative Recovery Amount that would have reduced the amount of Damages recoverable by such Indemnitee from the Indemnity Escrow Fund back to the Indemnity Escrow Fund.
If the Offeror does not so sell (whether or not subject to any condition) its Subject Interest to such Specified Third Party within such thirty day period, or if the Offeror does so sell but such sale fails due to any suspensive condition of such sale, all of the foregoing provisions of this 11 shall apply again de novo.
You acknowledge that failure to satisfy such a demand in full and in any event in accordance with its terms may constitute an Event of Default and could entitle us to exercise any right or remedy available to us (i) under the General Terms as supplemented by these Banking and Custody Special Terms; and/or (ii) the Security Agreement(s) and/or (iii) under any other documentation entered into by us with you or any other person (including any Specified Third Party) under applicable law.
Customer acknowledges that the Software contains the Specified Third Party Software (which may include open source software) and that Customer’s use of the Specified Third Party Software will be subject to separate license terms with the relevant licensors.
For the avoidance of doubt, it is recorded that if a Shareholder wishes to Dispose of its Shares and Corresponding Loan Account to another Shareholder (other than in circumstances in which this Agreement allows that Disposal without the application of this 11), then this 11 shall apply and that other Shareholder shall be the Specified Third Party referred to in this 11.1.
You acknowledge that all of your liabilities and all of the liabilities of any Specified Third Party outstanding under such derivatives facilities will be secured in our favour pursuant to the Security Agreement(s) and such liabilities are, for the avoidance of doubt, subject to the Collateral provisions as set out under Banking and Custody Special Terms 8.4, 8.5 and 8.6.