Private Cloud Sample Clauses

Private Cloud. For purposes of this Service “Private Cloud” shall be defined as any virtual hosting platform other than the LightEdge Hosted VM platform. Customer must have the ability and rights to make administrator level changes to the virtual machine cluster in order to support Service delivery. Customer is responsible for procuring and maintaining an appropriate quantity of dedicated virtual machines on their Private Cloud to facilitate delivery of Service. Additionally, Customer is responsible for procuring and LightEdge is responsible for maintaining an appropriate quantity of virtual machines on LightEdge’s hosted VM platform to facilitate delivery of Service. Sole determination for quantity and size of VMs will rest with LightEdge. Several sub-levels of Private Cloud Service delivery exist: Private Cloud Hosted: If Private Cloud is located in a LightEdge data center then Customer will be responsible for supplying dedicated Gigabit Ethernet or 10 Gigabit Ethernet connectivity into the virtual machine cluster being protected. LightEdge will be responsible for ensuring that Customer Server(s) can communicate to LightEdge Service. Private Cloud On-net: If Private Cloud is on-net but not within a LightEdge data center then Customer will be responsible for supplying suitable environment for Server(s) and providing connectivity from Server(s) to nearest LightEdge network point. If Customer network gear is not managed by LightEdge then Customer will be responsible for ensuring that Server(s) can communicate with the LightEdge Service. If Customer network gear is wholly managed by LightEdge then LightEdge will be responsible for ensuring that Server(s) can communicate with the Service. Private Cloud Off-net: If Private Cloud is off-net then Customer will be responsible for procuring private network connectivity of a suitable type and speed to support their Service needs. This product is not inclusive of network connectivity or costs associated with such network connectivity.
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Private Cloud. Is a single-customer third party environment, hosted by Cologix within a Cologix facility, in which Customer is provided pool of compute resources the amount of which will be mutually agreed between the parties at the time the applicable Service Order is executed.
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Private Cloud. For each Private Cloud contract, XXXX to pay VMSO 75% of either (whichever less):
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Private Cloud. All of the *** and *** associated with providing private cloud Services are included in the Charges for the Resource Units covered in this Section.
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Private Cloud. All installations at the computer centre are physically protected against security threats and environmental risks. Different graduated security facilities to ensure availability can be defined and specified for the business model in the service certificate. Here are a few options: redundant electricity supply, highly available electricity supply (partially secured by USV) with static transfer switches (STS), diesel generator sets for the emergency electricity supply, air conditioning with high availa- bility, fire alarm systems with early fire detection and direct alarm message to the local fire service, each computer centre its own fire compartment, burglar alarm system with door close control, emergency concepts and breakdown plan, redundant network connections and network infrastructure, clustered sys- tems or redundant hardware (from construction elements to en- tire servers – geo-redundancy). These security installations are regularly checked for reliability and fault tolerance. Optionally, collaboration with external computer centres is pos- sible upon instruction via service sub-providers; they are then available for the test operation, redundancy concepts (geo-re- dundancy) on the application level (through clusters, separa- tion of computer centres, separate data mirrors etc.). For a complete backup, depending on the specific purpose of the respective processing, various archiving options are avail- able, e.g. a regular automatically initiated and monitored data backup (usually once per calendar week a full backup, daily incremental backups). The normal holding period of these backups is implemented upon instruction and documented in the service certificate. The data backup can occur in a separate backup system that is located in a different fire protection com- partment or at a different site such as the productive system. Virus protection is used on all Arvato Systems workplace com- puters. The presence of virus protection, as well as the regular updating of the virus definitions is ensured through the use of a centrally controlled client antivirus and firewall solution. The timely loading of security updates for the operating sys- tems and application programs used is prescribed by means of the corresponding Group policies and ensured by monitoring patch levels. Topics dealing with BCM (Business Continuity Management) are described in more detail in the chapter on Incident Re- sponse Management.
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Private Cloud 
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Related to Private Cloud

  • Private Sale Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

  • Private Letter Ruling If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee.

  • Unit Private Placement Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 units (455,000 units by the Sponsor and 200,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Private Issue The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Private Placement Memorandum The PPM, as of the date thereof and as of the dates of any amendment thereof, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

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