Transmeta Obligations Clause Samples
The 'Transmeta Obligations' clause defines the specific duties and responsibilities that Transmeta, as a party to the agreement, is required to fulfill. This may include obligations such as delivering products or services, maintaining confidentiality, providing technical support, or meeting certain performance standards. By clearly outlining what is expected from Transmeta, this clause ensures both parties understand their respective roles and helps prevent disputes by setting measurable benchmarks for compliance.
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.
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.
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.
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 M▇▇▇▇ ▇▇, ▇▇▇▇
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.
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
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.
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
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.