Parent Obligation Sample Clauses

Parent Obligation. Each Parent shall use the same care and measures to protect the confidentiality of (a) any Shared Technology for which such Parent is an Owner Party and (b) any Spansion Technology delivered and licensed to such Parent at such Parent’s request pursuant to Section 5 as Parent uses for its other confidential or proprietary information or material of a similar nature, but no less than a reasonable degree of care. Such measures may include instructing and requiring (through written nondisclosure agreement or otherwise) Third Party recipients of such Shared Technology and Spansion Technology to maintain the confidentiality thereof, and limiting internal disclosures of such Shared Technology and Spansion Technology to those employees of such Parent and its Subsidiaries who have a need to access such Shared Technology and Spansion Technology and who are bound to retain the confidentiality thereof. If such Parent becomes aware of any unauthorized (whether intentional or accidental) use or disclosure of any such Shared Technology or Spansion Technology that such Parent believes has or will have a Material Adverse Effect on Spansion or STI, such Parent will promptly notify Spansion. Notwithstanding anything in this Section 6.2 to the contrary, such Parent may disclose any such Shared Technology and Spansion Technology that was generally available to the public or otherwise part of the public domain at the time it was provided by Spansion, STI or LLC to such Parent under Section 5, or that became generally available to the public or otherwise part of the public domain after it was provided by Spansion, STI or LLC to such Parent under Section 5 other than through any act or omission of such Parent or any of its Subsidiaries in breach of this Agreement.
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Parent Obligation. For the avoidance of doubt, other than the obligations set forth in Section 1.13(b)(i), 1.13(e) and 1.13(f), upon the Closing and thereafter, (i) Parent and the Surviving Entity and any other Affiliates of Parent (and any other Contingent Payment Obligors) shall have (A) sole decision-making authority over the development, registration and commercialization of the Products, (B) the right to own, operate, use, license, develop and otherwise commercialize the Products, in any way that Parent, the Surviving Entity and their respective Affiliates (and any other Contingent Payment Obligors) deem appropriate, in their sole discretion, and (C) the right to determine the terms and conditions of the development and commercialization of the Products, and any and all sales of the Product, including the Indication or Indications for which the Products may be developed or commercialized; and (ii) neither Parent nor the Surviving Entity nor any other Affiliates of Parent (nor any other Contingent Payment Obligors) shall have any obligation to own, operate, use, license, develop or otherwise commercialize the Products in order to maximize or expedite the achievement of any Milestone Event or the payment of any Contingent Payment. The Securityholders’ Representative (on behalf of the Participating Securityholders) hereby acknowledges and agrees that (1) there is no assurance that the Participating Securityholders will receive any Contingent Payment, (2) neither Parent nor the Surviving Entity nor any other Affiliates of Parent (nor any other Contingent Payment Obligors) promised or projected any amounts to be received by the Participating Securityholders in respect of any Contingent Payment, and the Securityholders’ Representative (on behalf of the Participating Securityholders) has not relied on any statements or information provided by or on behalf of Parent or its Affiliates with respect to the likelihood of development or potential sales of the Products, (3) neither Parent nor the Surviving Entity nor any other Affiliates of Parent (nor any other Contingent Payment Obligors) owe any fiduciary duty to the Securityholders’ Representative or the Participating Securityholders, and (4) the parties intend the express provisions of this Agreement to govern their contractual relationship and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by any court or other Governmental Body. No party hereto may bring ...
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Parent Obligation. The Parent, hereby irrevocably, absolutely and unconditionally guarantees the full and punctual payment or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of each other Borrower now existing or hereafter arising under the Loan Documents. This guarantee constitutes a guaranty of payment and not of collection. It is the intention of the parties that with respect to the Parent its obligations under the immediately preceding paragraph shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity, legality or enforceability of this Agreement, any Note, or any other Loan Document as to any other Borrower; (ii) the failure of the Administrative Agent or the Lenders: (A) to enforce any right or remedy against any other Borrower or any other Person under the provisions of this Agreement, any Note, any other Loan Document or otherwise, or (B) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations; (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension, compromise or renewal of any Obligations with respect to any other Borrower; (iv) any reduction, limitation, impairment or termination of any Obligations with respect to any other Borrower or any other Person for any reason including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Parent hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness,
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Parent Obligation. (a) J&J shall cause each of the Bidder and the Offeror to comply with its respective obligations under this Agreement. (b) The Bidder and the Offeror shall each be jointly and severally liable for the obligations of the Bidder and the Offeror under this Agreement. Transaction Agreement among Cilag Holding AG, Xxxxxxx Holding GmbH, Actelion Ltd and Xxxxxxx & Xxxxxxx (solely for purposes of Article 12.1(a))
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Parent Obligation. The Parent will cause any successor Parent to assume and fulfill the obligations of the Parent under SECTION 2.05.
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Parent Obligation. Parent, as the ultimate parent of Purchaser, by its signature hereto irrevocably, absolutely and unconditionally guarantees the performance of Purchaser of its obligations under this Agreement. Parent waives presentment, demand, protest, notice of acceptance, notice of obligations incurred and all other notices of any kind, all legal or equitable defenses which may be available by virtue of any change in the time, manner or place of Purchaser’s performance, any right to require the marshalling of assets, and all suretyship defenses generally. Parent represents that it has the corporate authority to undertake its obligations hereunder, and the execution and delivery of this Agreement has been duly authorized by all necessary corporate action by Parent. Upon execution and delivery by Seller, Parent’s obligations hereunder will constitute valid and binding obligations of Parent, enforceable in accordance with its terms subject to subject to bankruptcy, insolvency and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. This Section 12.6 shall be binding upon Parent’s successors and permitted assigns.
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Parent Obligation. The Parent hereby guarantees as for its own debt (Sw. såsom för egen skuld) the due performance of Purchaser's obligations under this Agreement.
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Parent Obligation. 16.3.1 Parent irrevocably and unconditionally: (a) guarantees to Xxxxxxx the full, prompt and complete performance by argenx of all of argenx’s obligations under this Agreement; (b) undertakes with Xxxxxxx that if argenx does not pay any amount or perform any obligation when due under or in connection with this Agreement, Parent shall pay that amount or perform or procure the performance of that obligation as if Parent were the principal obligor; and (c) undertakes to indemnify and keep indemnified Xxxxxxx against any cost, loss or liability suffered by Xxxxxxx as a consequence of a breach by argenx of any obligation guaranteed by Parent and the amount of the cost, loss or liability shall be equal to the amount that Xxxxxxx would otherwise have been entitled to recover from argenx. 16.3.2 The guarantee contained in this Section 16.3 shall apply in respect of all obligations of argenx under this Agreement. 16.3.3 The obligations of Parent shall not be affected by any termination or variation of this Agreement or any amendment, novation, supplement or extension of this Agreement.
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Related to Parent Obligation

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

  • Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement. 2.2 In supporting the Project, the Recipient must: (a) exercise reasonable diligence, care and skill; (b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project; (c) not replace the Fellow named in the Application with another person; (d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices; (e) ensure that the Fellow completes the Project Milestones annually; (f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1; (g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1; (h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application; (i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to: (i) the Fellow ceasing employment with the Recipient; (ii) the Fellow moving residence to outside of Queensland; (iii) the Fellow travelling outside of Queensland for more than six weeks; (iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period; (v) the Fellow changing the proportion of their time committed to the Project; (vi) the Recipient Contributions or Partner Contributions changing; (vii) the Project Partner organisations changing; and (viii) the Project expenditure changing. (j) ensure that (where relevant): (i) the Project complies with National Health and Medical Research Council Guidelines; (ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland; (iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and (iv) evidence of compliance with this clause is provided, if requested by the Department; (k) not assign, transfer or subcontract its obligations, without prior written consent of the Department; (l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and (m) comply with all relevant laws.

  • Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.

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