Infringement of Third Party Patent Rights. If a Party’s conduct or exercise of its rights under this Agreement becomes the basis of a claim of infringement of any patent or other proprietary right of any Third Party, such Party shall promptly give notice to the other Party and the Parties shall confer to consider the claim and an appropriate course of action. If and when a Party to this Agreement has the right to defend an infringement claim, each Party shall have the right to conduct the defense against any such claim or infringement action brought against it, and shall have the right and authority to settle any such claim or action after consultation with the other Party, subject to Section 8.5. The other Party shall cooperate with the defending Party, as reasonably requested by it, in connection with the defense against such claim or action, at the defending Party’s expense. Costs and fees of any such defense (including but not limited to damages and reasonable, documented attorneys’ fees and expenses, but excluding any royalties or similar amounts due as consideration under any settlement agreement with respect thereto for any post-settlement activities) may be deducted, prior to the calculation of any payments due under Section 8.5.

Third Party Rights. This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

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 Rights. No rights are intended to be created hereunder for the benefit of any third-party donee, creditor or incidental beneficiary or any affiliate of any Borrower.

No Third Party Rights. Except for the rights of any third party Buyer Indemnified Parties under Section 10(b), this Agreement is not intended and shall not be construed to create any rights in any persons or entities other than Buyer and Seller and no person shall assert any rights as a third party beneficiary hereof.

No Third Party Rights. Except as contemplated by Section 7.08 hereof, nothing in this Agreement, whether express or implied, shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto.

Third-Party Agreements and Rights. The Executive has provided the Company with the Confidentiality and Assignment of Inventions Agreement he executed in the course of his employment with Toho Tenax America, Inc. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which otherwise restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. Except as stated herein, the Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any known obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. The Company agrees to provide for the Executive’s defense against any claims that might be asserted by or on behalf of Toho Tenax America, Inc. that arise out of alleged violations of the Confidentiality and Assignment of Inventions Agreement and relate to the performance of the Executive’s duties under this Agreement.

Third-Party Agreements and Rights. Except as previously disclosed to the Company, the Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. Except as previously disclosed to the Company, the Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

Third-Party Beneficiaries. You acknowledge and agree that all affiliates and subsidiaries of the Corporation have, or will as the result of a future acquisition, merger, assignment, or otherwise have, an interest in your Employment and your compliance with the obligations in Section 2(d) (Competition with the Corporation Group), and that those entities are each express, third-party beneficiaries of this Agreement.