HSWI definition
Examples of HSWI in a sentence
To the extent the parties mutually agree upon such Changes, HSWI shall update the written Specifications and, as applicable, the Budget, to reflect the same.
Without limiting the generality of the foregoing, HSWI will use commercially reasonable efforts to ensure that the Documentation includes an explanation as to how the Services are performed, including a description of all required, as well as optional, Resources in connection therewith, sufficient to provide Sharecare personnel and suppliers an understanding as to how to use, operate and perform the Services following the expiration or termination of the Services.
If the intercompany debt owed by HSWI to the Company (the “Intercompany Debt”) has not been fully repaid as of the Closing Date, the Estimated Intercompany Debt shall be reflected as a current asset of the Company in the calculations of the Estimated Net Debt Balance and the Final Net Debt Balance, in each case without reduction or reserve.
HSWI grants to Sharecare a perpetual, irrevocable, paid-up, worldwide, transferable, sublicensable, royalty-free, non-exclusive right and license to access and use any HSWI Tools for the benefit of Sharecare, its Affiliates and Authorized Licensees (and to continue to access, use and modify as needed) that HSWI incorporates in any Services or the Site.
Notwithstanding the foregoing, the Company shall be permitted to disclose the terms of this Agreement to HSWI, relating to matters involving HSWI, to the management of HSWI and its representatives and to the proposed institutional investors in HSWI and their representatives, solely for the purpose of obtaining their agreement to the transactions contemplated hereby and subject to their agreement to keep such information confidential.
Sharecare acknowledges and agrees that the HSWI invoice for October 2009 will include as Charges personnel and third party costs (on a pass-through expense basis, i.e., without any markup) incurred by HSWI related to funding the operations of Daily Strength, Inc.
Between the date of the Final Resolution of a dispute regarding a Section 5.18(c) Loss in respect of which Discovery elects to exercise its right pursuant to this Section 5.18(c)(ii) and the Final Settlement, the Company shall not be required to use its commercially reasonable efforts to publicly or privately sell, or continue to pursue any ongoing sales process with respect to, any Subject HSWI Shares as provided in Section 5.18(a).
In addition to the foregoing invoicing procedure, HSWI agrees to submit advance courtesy copies of any invoices for Third Party Expenses to Sharecare for review within five (5) days of HSWI’s receipt of the same.
If requested by Sharecare, HSWI shall sell or otherwise take reasonable steps to transfer to Sharecare or its designee all or part of the Sharecare Equipment upon any termination of the Services or expiration of the Term at the fair market value thereof as negotiated in good faith by the parties, provided, however, that such fair market value purchase price shall be reduced by any amounts paid by Sharecare therefor in connection with the Charges invoiced during the Term.
Sharecare and HSWI hereby acknowledge their agreement with the terms set forth in this Letter as of the Effective Date by their respective signatures set forth below.