By AMD Sample Clauses

By AMD. As between the parties, AMD will retain all right, title and interest, including all Intellectual Property Rights, in and to the AMD Technology (subject only to the licenses granted hereunder), and in and to any Improvements to the AMD Technology made by or for AMD or its Affiliates. Unless otherwise agreed by the parties in writing, AMD shall have no obligation to disclose or license to Broadcom any Improvements to the AMD Technology, or to any Intellectual Property Rights in or to any Improvements to the AMD Technology, made by or for AMD or its Affiliates.
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By AMD. As between the parties, AMD will retain all right, title and interest, including all Intellectual Property Rights, in and to the Retained Technology, in and to any Improvements to the Retained Technology made by or for AMD or its Affiliates, and in and to any Improvements to the Transferred Technology made by or for AMD or its Subsidiaries in the exercise of the licenses granted to AMD and its Subsidiaries hereunder, subject only to (a) the ownership of Broadcom and its Affiliates in the underlying Transferred Technology, Transferred Patents and Transferred Intellectual Property Rights, (b) the licenses granted hereunder and (c) the non-competition terms agreed to by AMD pursuant to the APA. Unless otherwise agreed by the parties in writing, AMD shall have no obligation to disclose or license to Broadcom any Improvements to the Transferred Technology or to the Retained Technology, or to any Intellectual Property Rights in, or to any Improvements to, the Transferred Technology or the Retained Technology, made by or for AMD or its Affiliates. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION AMD AND BROADCOM CONFIDENTIAL
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By AMD. As between the parties, AMD will retain all right, title and interest, including all Intellectual Property Rights, in and to the Retained Technology, in and to any Improvements to the Retained Technology made by or for AMD or its Affiliates, and in and to any Improvements to the Transferred Technology made by or for AMD or its Subsidiaries in the exercise of the licenses granted to AMD and its Subsidiaries hereunder, subject only to (a) the ownership of Broadcom and its Affiliates in the underlying Transferred Technology, Transferred Patents and Transferred Intellectual Property Rights, (b) the licenses granted hereunder and (c) the non-competition terms agreed to by AMD pursuant to the APA. Unless otherwise agreed by the parties in writing, AMD shall have no obligation to disclose or license to Broadcom any Improvements to the Transferred Technology or to the Retained Technology, or to any Intellectual Property Rights in, or to any Improvements to, the Transferred Technology or the Retained Technology, made by or for AMD or its Affiliates.
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By AMD. AMD agrees to indemnify and hold harmless IEC from and against, and to reimburse IEC on demand with respect to, any and all loss, damage, liability, claims, cost and expense, including reasonable attorneys' and accountants' fees (collectively, "Claims"), incurred by IEC by reason of or arising out of or in connection with (i) any Asset, (ii) the breach of any representation or warranty contained herein or in any certificate or other document delivered to IEC pursuant to the provisions of this Agreement, (iii) the failure of AMD to perform any act required under this Agreement, (iv) a Claim by any third party with respect to any liability, obligation, contract, other commitment or state of facts which constitutes a breach of any representation or warranty contained in this Agreement or in any certificate or other document delivered by or on behalf of AMD to IEC pursuant to the provisions of this Agreement, or (v) any liability or obligation of AMD. IEC agrees to give prompt notice to AMD of any Claim for which IEC seeks indemnification hereunder, which notice shall include a reasonably detailed description of such Claim and a period of thirty (30) days to cure such breach and pay on such Claim (AMD shall not be obligated to pay any IEC cost associated with collecting on such Claim, including court costs, attorneys fees or accountant fees, provided that AMD fully pays off or discharges said Claim within the above 30 day cure period). If any Claim is brought against IEC for which indemnification is sought from AMD or Principal of AMD under this Section, then IEC shall control the contest, defense, settlement or compromise of any such Claim (including the engagement of counsel in connection therewith), at AMD's cost and expense, including the cost and expense of reasonable attorneys' fees in connection with such contest, defense, settlement or compromise, and AMD shall have the right to participate in the contest, defense, settlement or compromise of any such Claim at its own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that IEC shall not settle or compromise any such Claim without the prior written consent of AMD, which consent shall not be unreasonably withheld. Any amounts owed to IEC pursuant to this Section 11B shall be reimbursed to IEC by AMD and/or Principal of AMD within five (5) business days after notice by IEC, and if not so reimbursed, such amounts may, at IEC's elect...
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By AMD. If a sabbatical is not completed by April 30, 2000, the sabbatical is forfeited. Exhibit C (continued) Continuation of Benefits on Termination of Employment Effective as of midnight April 30, 2000, your participation in AMD's employee and officer benefits will end. However, certain benefits can or will be extended at that time, as follows: AMD Health, Dental & Vision Plans You can elect continued medical, dental and vision coverage for yourself and your wife in accordance with federal "COBRA" regulations upon your continued payment of the full monthly premiums, You may continue such insurance for up to 18 months beyond April 30, 2000, or until you and your wife are covered by Medicare Part A, if earlier. Coverage under Medicare Parts A and B for yourself and your wife can start as early as February 1, 2000. AMD will pay your COBRA premium through December 31, 2000. Health Care Reimbursement Account If, at the date of your retirement, you are enrolled in a health care reimbursement account (as you are currently), you will have access to the balance in that account through September 28, 2000 for eligible expense incurred prior to July 1, 2000. Retirement Savings Plan Although you will no longer be eligible to defer salary under this plan, you may elect to defer distribution of the account until you are age 70 1/2. You will maintain the right to change your investment options. You can transfer your account at any time to a rollover XXX. Profit Sharing Program You will be eligible for a pro rata share of any profit sharing contributions that are approved for U.S. employees for the profit-sharing period ending June 30, 2000. You may elect to defer distribution of your Deferred Profit Sharing Plan account until you are age 70 1/2. You will maintain the right to change your investment allocation. You can transfer your account at any time to a rollover XXX. Excess Section 415 Account Your account balance as of April 30, 2000 will be distributed in a lump sum within 90 days.
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Related to By AMD

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Statement of Work The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

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  • Maintenance of Review Materials It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of at least two years after any termination of this Agreement.

  • Validation To validate the notice requirements outlined in Section 5.3, the Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) day Notice to Depositors as required under Section 5.3(b).

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

  • Compliance Support Services Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. · Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel. · Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement. · Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

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