Amgen Obligation Sample Clauses

Amgen Obligation. Amgen Inc and Amgen will use Commercially Reasonable Efforts to meet their respective obligations as further outlined in this Agreement and the Transition Plan, in cooperation with GSK, to ensure that the Transition is effected in a smooth and orderly manner and within the timeframe specified therein. Without limiting the foregoing, if GSK is required to complete a task in a specified timeframe in the Transition Plan or this Agreement, and such timing is subject to agreement of, or actions or responses by Amgen or Amgen Inc., then Amgen or Amgen Inc., as applicable, shall use Commercially Reasonable Efforts to agree, act or respond in a manner that does not impact GSK’s ability to carry out its obligations under the Transition Plan and this Agreement in the timelines agreed by Amgen Inc and GSK. Amgen or Amgen Inc and their respective Affiliates shall have the right to perform all such actions themselves or through such Third Parties as they may wish to engage in their sole discretion; provided, that Amgen or Amgen Inc will be responsible for compliance by such Affiliates and Third Parties with this Agreement and will be responsible for all acts and omissions of such Affiliates and Third Parties as if committed or omitted by Amgen or Amgen Inc..
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Amgen Obligation. Subject to Section 6.3 (Limitations of Liability) and Section 6.1 (Insurance), Amgen shall indemnify and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (collectively, “Purchaser Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Purchaser Indemnitees until such time as Amgen has assumed the defense of such claim) arising out of any Claim brought against any Purchaser Indemnitee by a Third Party to the extent such Losses result from (i) a material breach of any representation or warranty of Purchaser under Section 5.1 (Mutual Representations and Warranties) or Section 5.2.1 (Specification), (ii) a material breach of any material obligation in this Agreement, or (iii) a [*]. Any obligation of Amgen under this Section 6.2.2 (Amgen Obligation) with respect to any [*]. Notwithstanding anything herein to the contrary, Amgen, its Affiliates and agents shall not have any liability for any Losses arising out of or resulting from [*]. Without prejudice to the foregoing, if Amgen notifies Purchaser of the [*] hereunder, Purchaser shall comply with Amgen’s instructions with respect to such [*]; provided that, if Purchaser elects not to comply with Amgen’s instructions with respect to such [*]. The indemnification obligations under this Section 6.2.2 (Amgen Obligation) exclude Losses to the extent they arise from (i), (ii) or (iii) of Section 6.2.1 (Purchaser Obligation) above.
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Related to Amgen Obligation

  • Absolute Obligation Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any partner, incorporator, subscriber to the capital stock, stockholder, member, director, officer or employee of the Seller or the Servicer with respect to their respective obligations and indemnities under this Agreement or any certificate or other writing delivered in connection herewith.

  • Performance Obligation 11.1 Interconnection Customer's Interconnection Facilities 11.2 Participating TO's Interconnection Facilities 11.3 Network Upgrades and Distribution Upgrades

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.