FCE Obligations. FCE hereby agrees to comply with the U.S. Department of Commerce Export Administration Regulations concerning exportation and re-exportation of technical data (including computer software), direct products thereof or any components purchased hereunder to any countries or territories. FCE hereby gives POSCO Power the assurance required by the U.S. Department of Commerce Export Administration Regulations with respect to the U.S. origin technical information furnished by FCE hereunder and the direct product of such technical information.
FCE Obligations. FCE shall indemnify and hold harmless POSCO Power and its affiliates, officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that arise out of or relate to (i) any breach by FCE of its representations, warranties, covenants or agreements under this Agreement (it being understood and agreed that any indemnity with respect to the FCE Products shall be governed by a separate purchase order contract), (ii) any claim, action or proceeding that arises from or relates to the servicing by FCE of POSCO Products, POSCO Parts or FCE Products, (iii) any breach by FCE of its representations, warranties, covenants or agreements under the Marubeni Settlement or the MTU Consent or (iv) any claim, action or proceeding that arises from any licensor of FCE, including, without limitation, MTU, in or relating to the FCE Technology (it being understood and agreed that this obligation includes an obligation to take all necessary steps to ensure the continued use by POSCO Power of the FCE Technology, without interruption), provided, however, that POSCO Power must promptly notify FCE in writing of any such claim, action or proceeding (but the failure to do so shall not relieve FCE of any liability hereunder except to the extent that FCE has been materially prejudiced therefrom). FCE may elect, by written notice to POSCO Power within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to POSCO Power. If FCE does not so elect to assume such defense or disputes is indemnity obligation with respect to such claim, action or proceeding, or if POSCO Power reasonably believes that there are conflicts of interest between FCE and POSCO Power or that additional defenses are available to POSCO Power with respect to such defense, then POSCO Power shall retain its own counsel to defend such claim, action or proceeding, at FCE’s defense. FCE shall reimburse POSCO Power for expenses as these are incurred under this Section. POSCO Power shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, that POSCO Power shall have no right to control the defense, consent to judgment or agree to settle any such claim, action or proceeding without the written consent of FCE...
FCE Obligations. In consideration for the Waiver of the Distribution Rights, POSCO Power will agree under a separate agreement with MC to make a payment to MC in the sum of * U.S. Dollars (U.S.$ * ) within sixty (60) days after the Effective Date referred to in the POSCO Power Alliance Agreement; and FCE agrees hereunder to pay MC the sum of * U.S. Dollars (U.S.$ * ) on or before the first anniversary of the Effective Date referred to in the POSCO Power Alliance Agreement. FCE further agrees that, as orders are received from POSCO Power under the POSCO Power Alliance Agreement, MC shall receive credit against existing backlog commitments to FCE, up to a maximum of 2.25 MW; and such credit shall be applied sequentially, first to the 4 MW Order and subsequently to the 6 MW Order, thereby reducing the order obligation from MC to FCE in aggregate by 2.25 MW. In the event that an order is placed to FCE by MC pursuant to this Agreement which exceeds the remaining backlog commitment under the 4 MW Order, FCE agrees that the remaining credit will be applied to the 6 MW Order at the same time. FCE further acknowledges that MC is planning to establish an independent power plant (IPP) in Korea (hereinafter “IPP Project”), and that POSCO Power has consented to the IPP Project as part of the POSCO Power Alliance Agreement. In the event that the IPP Project determines to use the Products at its discretion, MC agrees to purchase said Products for the IPP Project from FCE and subsequently to sell said Products to POSCO Power, subject to POSCO Power’s agreement in turn to sell said Products to the IPP Project with nominal xxxx-up by POSCO Power. The IPP Project shall be no larger than 5.3 MW in total output except for such IPP projects as approved by POSCO in good faith negotiation with MC. The production release from MC to FCE, under 4 MW Order first and subsequently under 6 MW Order, for such Products must be received in a form acceptable to FCE within 12 months after the Effective Date referred to in the POSCO Power Alliance Agreement, and must be delivered to the customer site within 24 months of said date, subject only to any delays caused by FCE’s normal manufacturing schedule. Pricing from FCE to MC for such Products under the IPP Project for DFC1500MA and/or DFC3000 units (“MW-class DFC Units”) shall be $ * until the remaining backlog order commitment under the 4 MW Order is exhausted; after which the pricing for MW-class DFC Units pursuant to this Agreement from FCE to MC shall be...
FCE Obligations. In consideration for the payment, as set forth at Section 6(a), FCE shall perform all work as required by GFCEP with respect to arranging for purchase, transportation, accepting delivery, drying or conditioning, security of, delivering to the Mill, and all other work necessary to cause corn purchased by GFCEP to be delivered to the Mill at the times and in the amounts required by GFCEP.
FCE Obligations
