STARFISH Sample Clauses

STARFISH. Provider hereby grants to District for the term of the Services as set forth on Exhibits A and B a limited, non-exclusive, non-transferable, non-sublicensable, nonassignable, limited right and license to install and use certain adapter software solely for the purpose of connecting District to the Service. Provider shall provide periodic updates to such adapter software as Provider deems appropriate, and District shall use such updates. Access to the Services specified in the applicable Exhibits A and B will be by authorized user IDs issued by District within the limit of any authorized users band specified in the applicable Exhibits A and B. District will inform Provider in writing of any increase in its authorized user population no fewer than least ninety (90) days prior to the beginning of an Exhibits A and B renewal term for the Services. Authorized users will only access and use the Services through such authorized user IDs. Provider may rely on any authorized user ID, instruction or information that meets the Starfish service's automated criteria or which is believed by Provider to be genuine. Provider may assume a person entering an authorized user ID and password is, in fact, that user. Provider may assume that the latest email addresses and registration information on file with the Services are accurate and current. When programed to do so, the Services may take prescribed actions in the absence of receiving proper and complete instructions. Starfish Analytics Data that has been collected for or provided by District in connection with the Starfish Analytics services hereunder (“User Data”) is owned by the District. Provider shall be permitted to use aggregated, deidentified data from the User Data without restriction or obligation to District to (i) improve its educational products (ii) demonstrate the effectiveness of its products, including in the marketing of its products, and (iii) for the development and improvement of educational sites, services, or applications to the extent legally permissible. b.
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STARFISH. (i) Despite any other provision of this Agreement, Starfish Technology Fund 1, LP (an incorporated limited partnership under the Partnership Xxx 0000 (Vic)) ("STARFISH") is not liable to pay or satisfy, and no other party is entitled to enforce against Starfish any loss, cost, expense or damages suffered or incurred by or 55 amounts owing to the other party which result from a breach or non performance of an obligation, representation or warranty (whether express, implied by law or otherwise) of Starfish under or in connection with this Agreement or any other Ancillary Agreements (including in relation to any conduct, omission or transaction in relation to this agreement or any other Ancillary Agreements) except to the extent that Starfish is able to realise assets of Starfish (other than assets by way of amounts owed by a general partner of Starfish or a general partner of that general partner of Starfish or rights of Starfish against a general partner of or a general partner of that general partner) to satisfy any liability for the loss, cost, expense or damages as well as satisfy all other actual or contingent debts and obligations of Starfish.
STARFISH. (i) Despite any other provision of this Agreement, Starfish Technology Fund 1, LP (an incorporated limited partnership under the Partnership Xxx 0000 (Vic)) ("STARFISH") is not liable to pay or satisfy, and no other party is entitled to enforce against Starfish any loss, cost, expense or damages suffered or incurred by or amounts owing to the other party which result from a breach or non performance of an obligation, representation or warranty (whether express, implied by law or otherwise) of Starfish under or in connection with this Agreement or any other Ancillary Agreements (as such term is defined in the Stock Exchange Agreement) (including in relation to any conduct, omission or transaction in relation to this Agreement or any other Ancillary Agreements) except to the extent that Starfish is able to realise assets of Starfish (other than assets by way of amounts owed by a general partner of Starfish or a general partner of that general partner of Starfish or rights of Starfish against a general partner of or a general partner of that general partner) to satisfy any liability for the loss, cost, expense or damages as well as satisfy all other actual or contingent debts and obligations of Starfish.

Related to STARFISH

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • GROUP COMPANIES Guangzhou Yatsen Ecommerce Co., Ltd. (广州逸仙电子商务有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Guangzhou Yatsen Cosmetic Co., Ltd. (广州逸仙化妆品有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative Huizhi Weimei (Guangzhou) Commercial and Trading Co., Ltd. (汇智为美(广州)商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Perfect Diary Cosmetics (Guangzhou) Co., Ltd. (完美日记化妆品(广州)有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative [Signature Page to the Share Purchase Agreement –Yatsen Holding Limited]

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Portfolio Companies The Company has duly authorized, executed and delivered any agreements pursuant to which it made the investments described in the Prospectus under the caption “Portfolio Companies” (each a “Portfolio Company Agreement”). To the Company’s knowledge, except as otherwise disclosed in the Prospectus, each Portfolio Company is current, in all material respects, with all its obligations under the applicable Portfolio Company Agreements, no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred under such agreements, except to the extent that any such failure to be current in its obligations and any such default would not reasonably be expected to result in a Material Adverse Change.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company.

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