Third party beneficiary clause samples

9.Third Party Beneficiary.The Third Party Beneficiary shall be entitled to rely upon, shall be an express third party beneficiary of, and shall be entitled to enforce, the provisions of this Agreement, including without limitation, Section 7 and this Section 9.For the avoidance of doubt, the Agreement shall not be terminated, cancelled, amended, modified, supplemented or changed, or any provision, default, breach or performance waived, or any assignment or novation made in a manner without written consent of the Third Party Beneficiary (to be granted or withheld in its sole discretion).Notwithstanding any other provision hereof, this Section 9 shall terminate upon the Discharge Date (as defined in the Credit Agreement). The Parties hereto agree that the Third Party Beneficiary shall be an express third-party beneficiary of this Agreement as provided herein.

6. Third Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Holdco and the Sponsor. This letter agreement may only be enforced by Holdco, and none of the creditors of Holdco, Parent or Merger Sub nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause Holdco to enforce this letter agreement; provided, that, to the extent the Company has obtained an order of specific performance pursuant to and subject to the conditions in Section9.08 of the Merger Agreement, and subject to the terms and conditions herein (including Section2), the Company is an express third party beneficiary of the rights granted to Holdco under this letter agreement to the extent of the rights set forth in Sections 1, 4, 6, 7, 8 and 9 and shall be entitled to an injunction or an order of specific performance (or another non-monetary equitable remedy) to cause the Commitment to be funded (the “Company Third Party Beneficiary Rights”). The parties hereby agree that subject to the Company Third Party Beneficiary Rights, their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this letter agreement.

4.13 Third Party Beneficiary. The parties hereto acknowledge and agree that Oaktree Acquisition Holdings, L.P. is an intended third party beneficiary and may enforce the terms, of the Agreement, and that, notwithstanding Section4.8, no amendment or waiver of Sections 2.2(b), 2.3(c), 2.13 or 4.13, or such other section or sections hereunder, the amendment or waiver of which would adversely affect the rights of Oaktree Acquisition Holdings, L.P., shall be effective without the written consent of Oaktree Acquisition Holdings, L.P.; provided however that, with respect to Section2.13, such right will expire when Oaktree Acquisition Holdings, L.P. (or its assignees) holds less than 1% of the shares of Common Stock held by Oaktree Acquisition Holdings, L.P. immediately after completion of the Merger (such number of shares, the “Requisite Shares”). Upon the dissolution of Oaktree Acquisition Holdings, L.P., or the assignment of its rights pursuant to the Registration Rights Agreement, the rights under this Section4.13 shall become exercisable by holders of a majority-in-interest of the “Registrable Securities” (as defined in the Registration Rights Agreement); provided that, with respect to Section2.13, such right shall expire when such holders collectively hold less than the number of Requisite Shares in the aggregate.

6.The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of each other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and that this letter agreement is not intended to, and does not, confer upon any Person (including the Company or its Affiliates and the Debt Financing Sources and all of the respective Representatives of any of the foregoing) other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause BidCo to enforce, the obligations set forth herein; provided, that the Company may rely upon this letter agreement as an express third party beneficiary solely in the event that the Company is awarded in accordance with, and subject to the terms and conditions of, Section9.12 of the Acquisition Agreement, specific performance of BidCo’s obligation to cause the Equity Financing to be funded in accordance with the terms and conditions of this letter agreement; provided, further, that each Related Party of any Equity Investor and any Related Party of such Related Party may rely upon Section5 of this letter agreement as a third party beneficiary. Subject to the foregoing sentence, this letter agreement may only be enforced by BidCo at the direction of Apollo Management IX, L.P. (the “Sponsor”) in its sole discretion, and BidCo shall have no right to enforce or seek to enforce this letter agreement unless directed to do so by the Sponsor in its sole discretion. BidCo’s creditors shall have no right to enforce this or seek to enforce this letter agreement or to cause BidCo to enforce this letter agreement. In no event may the Company, its Affiliates or any of its or their respective Representatives or any other Person (other than BidCo at the direction of the Sponsor in its sole discretion) enforce any aspect of this letter agreement (including with respect to the Commitment) if the Guaranteed Obligation has been paid in full under the Limited Guarantee. This letter agreement may not be amended, restated, supplemented or otherwise modified, and no provision hereof waived or modified, except by an instrument in writing signed by BidCo and each of the Equity Investors.

(q) Third Party Beneficiary. Each party acknowledges and agrees that Butterfly Network,Inc. is a third-party beneficiary of the representations, warranties and covenants of this Agreement, and that Butterfly Network,Inc. is otherwise an express third party beneficiary of this Agreement, entitled to enforce the terms hereof as if it were an original party hereto.

9. Third Party Beneficiary. Subject to the last sentence of this Section 9, no person or entity other than Parent is entitled to rely upon this Letter, and this Letter is binding upon and inures solely to the benefit of each party hereto, and nothing herein (including, without limitation, the Merger Agreement or the Guaranty), express or implied, is intended to or confers upon any other person any rights, benefits or remedies whatsoever under or by reason of this commitment. In furtherance of the foregoing and for the avoidance of doubt, no creditor of Investor, Parent or any of their respective affiliates (other than the Company) shall have any right to enforce this Letter or to cause Parent to enforce this Letter. Parent shall be entitled to specific performance of Investor’s obligation to cause the Commitment to be funded on the terms and subject to the conditions set forth herein. Notwithstanding the foregoing or anything else in this Letter to the contrary, the Company (a) is an express third party beneficiary to this Letter for purposes of enforcing the Investor’s obligations to cause the Commitment to be funded on the terms and subject to the conditions set forth herein and (b) shall be entitled to specific performance of such obligations if and only to the extent that the Company is entitled to specific performance of Parent and Acquisition Sub’s obligations to cause the Equity Financing to be funded pursuant to the penultimate sentence of Section 8.3(c) of the Merger Agreement.

Section7.5 No Third Party Beneficiary. This Agreement is made solely and specifically for the benefit of Navios Maritime Holdings and its successors and assigns and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

10. No Third Party Beneficiary. Nothing in this Agreement shall create any rights in any person or entity other than the parties hereto, including without limitation any participant, beneficiary, dependent or other covered person under any Contributed Plan.

Section12.7 No Third Party Beneficiary. Except for the provisions of Section6.2(c), Section6.5, Section6.6, Section6.14(c), and Article X, which are intended to be for the benefit of the Persons identified therein, the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

Third Party Beneficiary. This Agreement is for the benefit of SCIO Diamond Technology Corporation as a third party beneficiary. This Agreement may be enforced by SCIO Diamond Technology Corporation or its subsidiaries, which shall have all of the benefits of this Agreement, as if named herein for Grace Rich Limited.