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, upon the Closing and thereafter, (1) Parent and the Surviving Entity and any other Affiliates of Parent (and any other Contingent Payment Obligors) shall have (i) the right to own, operate, use, license, develop and otherwise commercialize the Product, 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 (ii) the right to determine the terms and conditions of the development and commercialization of the Product, and any and all sales of the Product, including the determination of whether or not to develop or commercialize the Product, or the Indication or Indications for which the Product may be developed or commercialized, provided that Parent and the Surviving Entity shall not take any action or fail to take any action the sole purpose of which is to avoid or reduce the payment of any Contingent Payment; and (2) 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 Product 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 (A) there is no assurance that the Participating Securityholders will receive any Contingent Payment, (B) 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 Product, (C) 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 (D) 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 impo...
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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. 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. 16.3.1 Parent irrevocably and unconditionally:
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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.
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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:
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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 The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Repayment Obligation In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee.

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

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • 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 shall be absolute and unconditional, and shall 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 shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall 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 shall 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 shall 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 Section 3.3(d) herein.

  • Payment Obligation In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as additional rent for the Leased Premises, in each calendar year or partial calendar year during the term of this Lease, an amount equal to the Annual Rental Adjustment for such calendar year or partial calendar year.

  • Payment Obligation Absolute Except as otherwise provided in this Agreement and as provided in the last sentence of this paragraph, the Employer’s and CMS Energy Corporation’s obligations to make the payments and provide the benefits to the Executive specified herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, defense, or other right which the Employer, CMS Energy Corporation or any of its Affiliates may have against the Executive or anyone else. Except as otherwise provided in this Agreement, all amounts payable by the Employer hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Employer shall be final, but subject to the provisions of the next sentence. If the Executive should seek to litigate this Agreement or the subject matters addressed herein in a state or federal court, subject to the requirements of Section 409A, to the extent applicable, (i) the Executive at least ten (10) days prior to filing in court shall tender back to the Employer all cash consideration paid to the Executive under this Agreement prior thereto and (ii) any payments then or thereafter due to the Executive under this Agreement shall be withheld until said litigation is finally resolved. The Executive shall 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, provided such other employment is not a violation of the provisions of Article 5 herein, shall in no event effect any reduction of the Employer’s obligations to make the payments and arrangements required to be made under this Agreement.

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