Third Party Consents. Each Party shall, and shall cause its Subsidiaries and Affiliates to # use reasonable best efforts to assemble, prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consent required to be obtained in connection with the Merger, # use reasonable best efforts to obtain all consents and approvals of third parties that such Party or its Subsidiaries or Affiliates is required to obtain in order to consummate the Merger, and # take such other action as may reasonably be necessary or as the other Party may reasonably request to satisfy the conditions set forth in Article VI or otherwise to comply with this Agreement and to consummate the Merger as soon as practicable.

Third Party Beneficiaries. This Agreement is for the purpose of defining the respective rights and obligations of the Parties hereto and is not for the benefit of any employee; creditor or other third party, except as may be expressly set forth herein.

Third Party Beneficiaries. Each Recordati Releasee and each ARS Releasee will be an express beneficiary of the rights and releases granted under this Section 6 (Mutual Release of Claims) and will be entitled to rely on the same as a defense to any suit brought against such Recordati Releasee or ARS Releasee, as applicable, in contravention of the provisions of this Section 6 (Mutual Release of Claims), without regard to the fact that such Recordati Releasee or ARS Releasee, as applicable, may not be a party to this Agreement.

Third Party Representations. Each of the representations and the warranties made by Guarantor in the Environmental Indemnity, the Guaranty and (if applicable) any other Loan Documents to which Guarantor is a party are true, complete and correct in all material respects.

Third Party Payments. The Parties acknowledge that during the Term, the JSC may determine that planned activities or product features under this Agreement with respect to Research Candidates, Development Candidates or Products may require or benefit from a license under additional Patents, Know-How or Materials of Third Parties (an “In-License”); provided that # Unum will be solely responsible for entering into any In-Licenses relating solely to ACTR T-cells, # SGI will be solely responsible for entering into any In-Licenses relating solely to the SGI Antibodies and # the Parties will discuss which Party is the most appropriate with respect to any other In-License, including any In-License relating to the combination of ACTR T-cells and the SGI Antibodies. The Parties agree that all payments to any Third Party in respect of any In-License, Unum Existing In-Licenses and SGI Existing In-License will be deemed a “Third Party Payment” and subject to this Section 10.7. Responsibility for In-Licenses, Unum Existing In-Licenses, SGI Existing In-License and Third Party Payments will be as follows:

Third-Party Activities. To Unum’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Unum Background Technology (in the case of pending claims, evaluating them as if issued).

Third-Party Activities. To SGI’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the SGI Background Technology (in the case of pending claims, evaluating them as if issued).

Third-Party Rights. The provisions of this Section 5.07 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any Plant Employee), other than the parties hereto and their respective permitted successors and assigns, any [[Organization C:Organization]] or equitable or other rights or remedies under or by reason of any provision of this Agreement. Nothing contained herein, express or implied: # shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, # shall alter or limit the ability of Seller, Buyer or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement, or # is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment.

Third-Party Beneficiaries. The representations, warranties, covenants and obligations of the Parties are made for the express benefit of the Parties and the Companies, and any other Persons are not intended to have, nor shall have the benefit of, any right to seek enforcement or recovery under, any of such representations, warranties, covenants or obligations except for indemnification rights and obligations available to the Newco Parties and Crestwood Midstream Parties pursuant to this Agreement.

Third Party Software. To the extent any third-party software is incorporated in or required by the Co-Owned Subject Matter, each Party shall be responsible for obtaining its own licenses for such software.