Dot Hill Obligations Sample Clauses

Dot Hill Obligations. 7.2.1 Dot Hill shall defend, indemnify and hold Supplier and Supplier’s Affiliates, and each of their respective agents, officers, directors, employees, successors and assigns (collectively, the “Supplier Indemnified Parties”), harmless for any losses, damage, expense, cost (including, but not limited to, attorneys’ fees incurred in the enforcement of this indemnity) or liabilities based upon any claim that: (i) any consigned parts, components or materials provided by Dot Hill to Supplier (the “Consigned Parts”) for use in the Products (A)(1) infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of any third party and/or (2) has caused personal injury (including bodily injury or death) or damage to tangible or real property, and/or (B) violate any environmental or other applicable laws or regulations, including, without limitation, RoHS and WEEE; and/or (ii) the Products, to the extent manufactured by Supplier in compliance with Product design specifications provided by Dot Hill to Supplier, infringe any third party intellectual property right. Supplier will (1) give Dot Hill prompt written notice of any third party claim that is covered under the scope of the foregoing indemnity and made to Supplier in writing, (2) cooperate with Dot Hill, at Dot Hill’s expense, in the defense of such claim, and (3) give Dot Hill the right to control the defense and settlement of any such Dot Hill Confidential 34. claim to the extent covered by the indemnification provided herein. Dot Hill will: (a) defend or settle, at its own expense, any such claim; (b) keep Supplier advised of the status of any such claim and of its defense and/or negotiation efforts; and (c) afford Supplier reasonable opportunity to review and comment on all significant actions planned to be taken by Dot Hill on behalf of Supplier. Dot Hill shall not enter into any settlement that materially adversely affects Supplier’s rights or interests, without Supplier’s prior written approval.
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Related to Dot Hill Obligations

  • Additional Obligations of the Company The Company shall:

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Obligations under Security Documents duly and punctually perform each of the obligations expressed to be imposed or assumed by them under the Security Documents and Underlying Documents and will procure that each of the other Security Parties will, duly and punctually perform each of the obligations expressed to be assumed by it under the Security Documents and the Underlying Documents to which it is a party;

  • Financial Obligations At or prior to the Closing, Purchaser shall at its sole expense use reasonable best efforts to (a) arrange for substitute letters of credit, surety, performance and other bonds (“Credit Enhancements”) to replace any outstanding Credit Enhancements entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased Entities) in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities set forth on Section 5.8 of the Seller Disclosure Schedules, or (b) assume all obligations under each Credit Enhancement, obtaining from the creditor or other counterparty a full and irrevocable release of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Credit Enhancements; provided, with respect to any Credit Enhancement not set forth on Section 5.8 of the Seller Disclosure Schedules, Purchaser shall take one of the two foregoing actions as promptly as practicable after such Credit Enhancement is identified to Purchaser; provided, further, that, in each case, Purchaser’s efforts obligations with respect to such Credit Enhancements shall not be deemed to require Purchaser or any Affiliate thereof to enter into any replacement or assumption agreement with respect to any Credit Enhancement on terms or conditions less favorable to Purchaser and its Affiliates than those of Seller or its applicable Affiliate to be replaced or assumed or in a form or amount different therefrom. Regardless of whether any Credit Enhancement is set forth in Section 5.8 of the Seller Disclosure Schedules, Purchaser further agrees that to the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Credit Enhancements on or after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all amounts paid, including costs or expenses in connection with such Credit Enhancements, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Credit Enhancements, whether or not any such Credit Enhancement is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller and any of its Affiliates to the extent that any Credit Enhancement is called upon and Seller or any of its Affiliates makes any payment or incurs any Liability in respect of any such Credit Enhancement.

  • Third Party Obligations Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.

  • Perform Obligations To perform promptly all of the obligations of Tenant set forth in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms of this Lease are to be paid by Tenant.

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).

  • Indebtedness and Guaranty Obligations Create, incur or assume any Indebtedness or Guaranty Obligation except:

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