Transmeta Obligations Sample Clauses

Transmeta Obligations. Subject to Sections 8.2 and 8.4, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against Intel (or an Intel Subsidiary) to the extent it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to Intel under this Agreement, infringes or misappropriates any Intellectual Property Right of any third party; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Intel and/or Intel Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing by Transmeta, provided, however, that Transmeta shall not enter into any settlement that would impose any obligations or liability upon Intel without Intel’s prior written consent.
Sample 1
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Transmeta Obligations. Subject to NECEL’s payment of the technology transfer services fee in accordance with Section 3.5 below, Transmeta will provide NECEL with the following services for technology transfer: * * * 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. NECEL / Transmeta Agreement 6 Mxxxx 00, 0000
Sample 1
Transmeta Obligations. Subject to Sections 10.2, 10.3, and 10.5, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against NECEL (or an NECEL Subsidiary) to the extent that it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to NECEL under this Agreement, infringes or misappropriates any Intellectual Property Rights of any third party and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by NECEL and/or NECEL Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing, by Transmeta, provided, however, that Transmeta shall not enter into any settlement that adversely affects NECEL’s rights, or imposes any obligations upon NECEL, without NECEL’s prior written consent.
Sample 1
Transmeta Obligations. Subject to Sony’s payment of the technology transfer services fee in accordance with Section 3.5 below, during the * * * period following the Effective Date (the “Technology Transfer Services Period”), Transmeta will deliver to Sony: (i) the Transmeta Technology Deliverables as set forth in Exhibit A; and (ii) certain technology training as set forth in Exhibit A in accordance with the terms specified therein (“Technology Transfer Training”) as soon as can be mutually * * * 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. Sony / Transmeta LongRun2 Agreement 5 January 2005
Sample 1
Transmeta Obligations. Subject to Sections 10.2 and 10.4, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against Sony (or a Sony Subsidiary) to the extent that it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to Sony under this Agreement, infringes or misappropriates any Intellectual Property Rights of any third party; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Sony and/or Sony Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing, by Transmeta, provided, however, that Transmeta shall not enter into any settlement that would impose any obligations or liability upon Sony, without Sony’s prior written consent.
Sample 1
Transmeta Obligations. Subject to Fujitsu’s payment of the technology transfer services fee in accordance with Section 3.5 below, during * * * period following the Effective Date (the “Technology Transfer Services Period”), Transmeta will deliver to Fujitsu: (i) the Transmeta Technology Deliverables as set forth in Exhibit B; and * * * 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 6 November, 2004
Sample 1
Transmeta Obligations. Subject to Sections 10.2, 10.3, and 10.5, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against Fujitsu (or a Fujitsu Subsidiary) to the extent that it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to Fujitsu under this Agreement, infringes or misappropriates any Intellectual Property Rights of any third party; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Fujitsu and/or Fujitsu Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing, by Transmeta, provided, however, that Transmeta shall not enter into any settlement that adversely affects Fujitsu’s rights, or imposes any obligations upon Fujitsu, without Fujitsu’s prior written consent.
Sample 1
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Transmeta Obligations. Subject to Sections 10.2, 10.3, and 10.5, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against Toshiba (or a Toshiba Subsidiary) to the extent that it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to Toshiba under this Agreement, infringes or misappropriates any Intellectual Property Rights of any third party; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Toshiba and/or Toshiba Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing, by Transmeta, provided, however, that Transmeta shall not enter into any settlement that would impose any obligations or liability upon Toshiba, without Toshiba’s prior written consent.
Sample 1
Transmeta Obligations. Promptly following execution of this Agreement by both Parties, Transmeta will deliver to Intel the Transmeta Technology as set forth in Exhibit A by means of [* * *]. Intel acknowledges that, prior to the Effective Date, it had a reasonable opportunity to inspect the Transmeta Technology. Accordingly, the Transmeta Technology shall be deemed accepted by Intel immediately upon delivery.
Sample 1

Related to Transmeta Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • 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.

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

  • 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.

  • Supplier Obligations 7.1 The Supplier shall: 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract; 7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 7.1.4 ensure the Supplier Assets used in the performance of the Services will be free of all encumbrances (except as agreed in writing with the Authority); 7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel; 7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice; 7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier; 7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8; 7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services; 7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under the Contract; 7.1.12 notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place; 7.1.13 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier; 7.1.14 subject to Clause 33.6, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Contract; and 7.1.15 ensure that neither it, nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Contract.

  • 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.

  • Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

  • Contractor Obligations After receipt of the Notice of Termination and except as otherwise directed by the State, the Contractor shall immediately proceed to: a. To the extent specified in the Notice of Termination, stop work under the Contract on the date specified. b. Place no further orders or subcontracts for materials, services, and/or facilities except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated. c. Terminate and cancel any orders or subcontracts for related to the services, except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated. d. Transfer to the State all completed or partially completed plans, drawings, information, and other property which, if the Contract had been completed, would be required to be furnished to the State. e. Take other action as may be necessary or as directed by the State for the protection and preservation of the property related to the contract which is in the possession of the contractor and in which the State has or may acquire any interest. f. Make available to the State all cost and other records relevant to a determination of an equitable settlement.

  • Customer Obligations 41.1. The Customer undertakes to use the Services strictly in accordance with the Contract and such other conditions as may be notified in writing to the Customer by Comtact from time to time and in accordance with the relevant provisions of the Communications Xxx 0000 with any other applicable laws and regulations, any directions given by the Director General of the office of Telecommunications or other competent authority. 41.2. The Customer will ensure that neither the Customer nor anyone under their control may use the Services:- o as a means of communication for a purpose other than that for which the Services are provided or in a manner in which constitutes a violation or infringement of the rights of any other party; o to make offensive, indecent, menacing, nuisance or hoax calls or calls of a defamatory character or fraudulently or in connection with a criminal offence. 41.3. The Customer hereby indemnifies and shall keep indemnified Comtact against all liabilities, claims, damages, losses and expenses arising from any breach of the Customer’s obligations in clause 41.2 and against any claim which is made against Comtact and/or the TSP because the Services are misused in any way by the Customer. Comtact or TSP reserve the right to take further action as specified in clause 46. 41.4. In respect of LCR Services the Customer is responsible for checking that the Customer is not currently in a contract with any other supplier(s) before changing over the line rental or LCR services to Comtact. Comtact will not be liable for any cancellation charges or other fees charged by the Customer’s previous supplier. 41.5. The Customer will comply with current regulations for NGNs which includes but is not limited to the following: o the Customer will provide the caller pricing information for each number wherever the number is printed or published. o the Customer will notify callers of undue delays between a call being connected and the caller accessing the service o where required the Customer will obtain prior permission for premium rate numbers 41.6. Comtact cannot be held responsible for any costs, consequential or otherwise, incurred by the Customer in preparation for the commencement of services until such time that Comtact confirms the activation of NGN number(s). The Customer should not undertake any marketing activities or publication of numbers until an order confirmation has been received from Comtact.

  • 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).

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