SPECIAL SUPPORT OBLIGATIONS OF PLANETCAD Sample Clauses

SPECIAL SUPPORT OBLIGATIONS OF PLANETCAD. As of the Effective Date, PlanetCAD agrees to provide Dassault Systemes with timely support of the "Husk" versions of the Joint Software identified on SCHEDULE C (attached hereto and incorporated herein by reference) for a two year period. In the event that such support is not sufficient to allow Dassault Systemes to commercialize the Joint Software as component products, and Dassault Systemes clearly identifies the support deficiency to PlanetCAD in writing, PlanetCAD shall have sixty (60) days to cure such deficiency. If such deficiency is not cured by PlanetCAD within such sixty (60) day period and the Parties are unable to work out an alternative solution, PlanetCAD shall then make a one time payment of USD 1,000,000 to Dassault Systemes and shall be relieved of all obligations under this SECTION 5.2. This provision shall automatically terminate upon the second anniversary of the Effective Date. Notwithstanding the foregoing, it is agreed that PlanetCAD will not be required to provide porting of the Joint Software to any platform other than Windows NT. The support obligations set forth in this SECTION 5.2 may not be subcontracted by PlanetCAD, except to Geometric Software (an authorized subcontractor to provide support for Joint Software products), unless Dassault Systemes approves such subcontract(s).
Sample 1
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SPECIAL SUPPORT OBLIGATIONS OF PLANETCAD. As of the Effective Date, PlanetCAD agrees to provide Dassault Systemes with timely support of the "Husk" versions of the Joint Software identified on Schedule C (attached hereto and incorporated herein by reference) for a [***] period. In the event that such support is not sufficient [***], and Dassault Systemes clearly identifies the support deficiency to PlanetCAD in writing, PlanetCAD shall have [***] to cure such deficiency. If
Sample 1

Related to SPECIAL SUPPORT OBLIGATIONS OF PLANETCAD

  • Support Obligations Prior to the Closing Date, Seller and Buyer shall cooperate to, and shall each use commercially reasonable efforts to, terminate, or cause Buyer to be substituted in all respects for Seller and any of Seller’s Affiliates in respect of all obligations of Seller and any of its Affiliates under all Support Obligations (other than those Support Obligations that relate to Permits or Material Contracts that are not transferred to Buyer (or its designee) as of Closing). With respect to any Coal Support Obligation that remains outstanding after the Closing Date (until such time as such Coal Support Obligation is terminated or substituted in accordance herewith, an “Outstanding Coal Support Obligation”), (a) Buyer shall continue to use its commercially reasonable efforts to terminate, or cause Buyer to be substituted in all respects for Seller and any of its Affiliates in respect of, all obligations of Seller or any of its Affiliates under such Outstanding Coal Support Obligations; (b) Buyer shall not renew, amend or extend the terms of (in any manner that increases or extends or otherwise adversely changes the obligations of Seller or any of Seller’s Affiliates under) any Contract or other obligation for which Seller or any of its Affiliates is or would reasonably be expected to be liable under, any such Outstanding Coal Support Obligations unless Seller and all of Seller’s Affiliates are completely released from all Support Obligations and other liability under such Contracts; and (c) Seller shall and, if applicable, shall cause its Affiliates to, maintain each such Outstanding Coal Support Obligation until (1) its termination in accordance with its terms, (2) substitution has been effected or (3) its termination in accordance with the immediately succeeding sentence. After Closing, if a draw occurs under an Outstanding Coal Support Obligation as the result of an event of default by Buyer or its Affiliates, and Seller (or Seller’s Affiliate, as applicable) pays an amount equal to or greater than $500,000 in connection therewith, then Seller (or Seller’s Affiliate, as applicable) shall be entitled to terminate such Outstanding Coal Support Obligation upon at least five (5) Business Days’ prior written notice to Buyer; provided, that all applicable notice and cure periods under the Contract to which such Outstanding Coal Support Obligation relates shall have expired; provided further, that Buyer shall not have reimbursed Seller (or Seller’s Affiliate, as applicable) for such payment. The provisions of this Agreement notwithstanding, in no event shall any Outstanding Coal Support Obligation remain outstanding after the termination of the underlying Contract relating to such Outstanding Coal Support Obligation, and Seller (or Seller’s Affiliate, as applicable) may terminate any such Outstanding Coal Support Obligation as of the date of such termination of such Contract.

  • Credit Support Obligations (i) Delivery Amount, Return Amount and Credit Support Amount.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • Additional Obligations of the Company The Company shall:

  • Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Obligations of Party A 4.1 Party B’s services hereunder are exclusive. During the term of this Agreement, without the prior written consent of Party B, Party A shall not enter into any agreement with any other third party or accept from such third party any other service same as or similar to the services provided by Party B.

  • Nature of Participation and Reimbursement Obligations Each Lender’s obligation in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.16 under all circumstances, including the following circumstances:

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