A third party beneficiary clause identifies individuals or entities who, although not direct parties to the contract, stand to benefit from its provisions. This clause grants these third parties the right to enforce the contract terms for their benefit, provided it aligns with the contracting parties' intentions.
Third Party Beneficiaries. Subject to the Company Third Party Beneficiary Rights, the parties hereby agree that 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 except for the Company Third Party Beneficiary Rights; provided, that, notwithstanding anything to the contrary in this letter agreement, each Sponsor Affiliate shall be a third party beneficiary of any provisions herein that are expressly for the benefit of such Sponsor Affiliate (including the provisions of Sections 3 and 11), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, and subject to the Company Third Party Beneficiary Rights, Parent’s creditors shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement.
Each of the parties hereto and any person asserting rights as a third-party beneficiary may do so only if he, she, or it irrevocably and unconditionally waives any right to trial by jury on any claims or counterclaims asserted in any legal dispute relating to this agreement or the transactions contemplated hereby and for any counterclaim relating thereto. If the subject matter of any such legal dispute is one in which the waiver of jury trial is prohibited, no party hereto nor any person asserting rights as a third-party beneficiary shall assert in such legal dispute a noncompulsory counterclaim arising out of or relating to this agreement or the transactions contemplated hereby. Furthermore, no party hereto nor any person asserting rights as a third-party beneficiary shall seek to consolidate any such legal dispute with a separate action or other legal proceeding in which a jury trial cannot be waived.
Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent permitted under Section 4(a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement).
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.
Third-Party Beneficiaries. The parties hereto acknowledge and agree that PubCo is a third-party beneficiary as to the covenants, obligations, representations, and warranties undertaken by the Sponsor and the Insiders under the Letter Agreement, as amended hereby, and as to the rights and privileges to which the SPAC is entitled pursuant to the Letter Agreement, as amended, and that PubCo is entitled to all of the rights and privileges associated with such third-party-beneficiary status. This Amendment does not, and is not intended to, create any other third-party beneficiary, or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than PubCo and their respective successors and permitted assigns.
Third-Party Beneficiary. Vifor (International) Ltd. (“Vifor”) is a third-party beneficiary of this Agreement and with respect to any Purchase Order it enters with Supplier under the Agreement, shall be bound by the terms of the Agreement and may enforce the following terms solely with respect to its interests: Sections 2.2, 2.5, 3.1 – 3.5, 4.1 (solely with respect to the first two sentences), 4.2 – 4.11, 5, 6, 7, 8, 10, 11, 12, 13.2(c) – (d) (solely with respect to termination of the relevant Purchase Order; for clarity, Vifor has no rights to terminate this Agreement under any circumstances), 13.3, 13.4, 14.1, 14.3 – 14.7, 14.10 – 14.12. References to “Client” or “Party” in the preceding sections shall mean Vifor. For the avoidance of doubt, Vifor is not a third-party beneficiary with respect to any other terms of this Agreement, and except with respect to Vifor, there are no other third-party beneficiaries under this Agreement.
A third party beneficiary is an individual or entity that benefits from a contract made between two primary parties but is not directly a party to the contract itself. This concept often arises when the main parties to a contract explicitly intend to confer a benefit upon a third party. In such cases, the third party may have the right to enforce certain provisions of the contract, despite not being a signatory to it.
You should consider using a third party beneficiary in a contract when you intend for an outside party to benefit directly from the contract’s performance. This can be useful in arrangements where a secondary beneficiary must receive a benefit, such as in insurance agreements, trust arrangements, or business contracts that include performance guarantees to third parties. Establishing a third party beneficiary clearly helps avoid future disputes regarding the intended benefit.
When drafting a third party beneficiary clause, clarity is key. The contract should clearly identify the third party beneficiary and stipulate the benefits they are entitled to receive. Furthermore, it should indicate whether the third party has enforceable rights under the contract. Here is a basic template for drafting such a clause:
Third Party Beneficiary Clause:
This agreement is intended for the benefit of [Third Party’s Name], who is hereby designated as a third party beneficiary. [Third Party’s Name] shall have the right to [describe the right or benefit] and may enforce this contract to secure such benefit.
It’s crucial to tailor the clause to the specifics of the agreement and the jurisdiction’s legal requirements.
Several types of contracts routinely include third party beneficiary provisions:
Insurance Contracts: Beneficiaries receive proceeds from a policy upon the occurrence of a specific event.
Construction Contracts: Subcontractors or suppliers may be named as beneficiaries to ensure payment for their contributions.
Trust Agreements: Beneficiaries are often explicitly named to receive certain allocations of funds or property.
Wills and Estate Plans: Beneficiaries are designated to receive inheritance or other benefits per the terms of the will.
Including clear third party beneficiary clauses in these contracts can help safeguard their rights to benefits and clarify the intent of the contracting parties.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Third Party Rights clause specifies whether a contract grants any rights or benefits to individuals or entities who are not direct parties to the agreement. Typically, this clause clarifies that third parties cannot enforce terms of the contract unless explicitly stated otherwise, thereby limiting the ability of non-signatories to impact the contractual relationship.
Time and materials is a contract clause where the payment is based on the actual time spent by the contractor and the cost of materials used in the project, rather than a fixed price. This contract type is often utilized when project scope and requirements are not fully defined, allowing for flexibility but requiring careful management to control costs.
The "Time is of the essence" clause emphasizes the importance of meeting deadlines specified in a contract, indicating that any delay may constitute a breach of contract. This clause underscores the necessity for all parties to perform their obligations within the agreed timeframes to ensure the contract's objectives are met efficiently.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
