Fujitsu Obligations Sample Clauses

Fujitsu Obligations. Fujitsu shall segregate all Unfinished Products and other materials provided by FASL hereunder separate and apart from other property of or held by Fujitsu (other than those materials described in Section 4.3.2), and shall maintain and safeguard such Unfinished Products and other materials with reasonable care. Fujitsu shall use all Unfinished Products and other materials provided by FASL hereunder only for purposes of providing Services to FASL pursuant to the terms hereof. Fujitsu shall promptly notify FASL of any Unfinished Products and other materials provided by FASL hereunder that exhibit external damage at the time of delivery from FASL to Fujitsu and shall follow FASL’s instructions with respect to such damaged Unfinished Products and materials.
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Fujitsu Obligations. Subject to Sections 10.1 and 10.3, Fujitsu will, at its expense: (i) defend any third-party action or proceeding brought against Transmeta to the extent that it is based on a claim arising out of or resulting from Fujitsu’s or any Fujitsu Subsidiary’s manufacturing, use, offer for sale, sale, licensing, duplication, distribution, marketing, export and/or import of any Licensed LongRun2 Product, except to the extent based upon a claim covered by Section 10.1; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Transmeta in relation to this claim or that are payable in settlement approved in advance and in writing, by Fujitsu, provided, however, that Fujitsu shall not enter into any settlement that adversely affects Transmeta’s rights, or imposes any obligations upon Transmeta, without Transmeta’s prior written consent. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 13 November, 2004
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Related to Fujitsu Obligations

  • Pari Passu Obligations The Guarantor shall ensure that its obligations hereunder at all times constitute direct, general obligations of the Guarantor ranking at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness (other than Indebtedness that is preferred by mandatory provisions of law) of the Guarantor.

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • 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.

  • Client Obligations 3.1 The Client shall:

  • Additional Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

  • 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.

  • Additional Secured Obligations On or after the Issue Date the Issuers may from time to time designate additional Pari Passu Lien Obligations (as defined in the Indenture) of the Issuers or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral (as defined in the Indenture) permitted by the Indenture as additional Secured Obligations hereunder (“Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by the chief financial officer of the Issuers (i) identifying the Class of obligations so designated and the aggregate principal amount or face amount thereof, stating that such Class of obligations is designated as an Additional Secured Obligation for purposes hereof, (ii) representing that such designation of such Class of obligations as an Additional Secured Obligation complies with the terms of each of the Secured Agreements and (iii) specifying the name and address of the Authorized Representative for such Class of obligations, (b) a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 6); and (c) an Opinion of Counsel to the effect that the designation of such Class of obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement.

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

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