The Second Party Sample Clauses

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The Second Party. The Second Party covenants to transfer the following free and clear brands and related assets to the Company within ten (10) days after the Closing of the Exchange, as consideration for 800 newly issued shares of Series C Preferred issued by the Company (collectively, the “Assets”): All of Second Party’s right, title and interest in ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ including but not limited to: 1. The infrastructure (i.e. source code, email alert system) of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a subscriber based alerts system for various sports. 2. The registered users of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ consisting of any and all registered information including email addresses and prior transaction history. 3. All existing social media pages (Facebook, Twitter and blog). 4. The various domain names registered with ▇▇▇▇▇▇▇.▇▇▇, LLC and others listed in this Agreement. 5. Any and all copyrights and applications, patents and trademarks and applications, contracts and agreements, logos, domain names, websites (design and software), physical and other marketing materials, artwork, internet servers, modems, and all other right, title and interest therein not specifically described in this Agreement. 6. Text messaging platform and modem, and related assets. All of Second Party’s right, title and interest in and to the assets of Amped Fantasy Sports and the website developed by Envative including but not limited to: 1. The infrastructure (i.e. code, automated gaming system, rosters) of the website developed by Envative, a daily gaming fantasy sports website for the NFL & MLB. 2. The registered users, if any, of the website developed by Envative, consisting of any and all registered information including email addresses and prior transaction history. 3. The various domain names registered with ▇▇▇▇▇▇▇.▇▇▇, LLC and others listed in this Agreement. 4. All of Amped Fantasy’s right, title and interest in any and all copyrights and applications, patents and trademarks and applications, contracts and agreements, logos, domain names, websites (design and software), physical and marketing materials, internet servers, and all other right, title and interest therein not specifically described in this Agreement. 5. Second Party expressly reserves any and all existing ‘business to business’ applications and rights to exploit fantasy sports games/contests, but does not exclude the Company’s right to exploit business to business opportunities. All other Assets per this Section 3.2 of the Agreement are conveyed to the Compa...
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The Second Party. The Second Party covenants to comply with the terms and conditions of this Agreement.
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The Second Party. The Second Party covenants to use its best efforts to cause $500,000 of investment to be made into the Company according to the schedule set forth in Section 1 of this Agreement.
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The Second Party. In this Agreement the following terms and expressions shall have the meaning indicated alongside them, unless the written context requires otherwise:
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The Second Party. Developer herein shall not mortgage or create charge After the Second Party / Developer herein execute this Agreement For Sale, its shall not mortgate or create a charges on the said entire Building / Apartment / Project and if any such mortgage or charge is made or created then notwithstanding anything contained in any other law for the time being in force, such mortgage or charge shall not affect the right and interest of the Third Party / Purchasers herein who has taken or agreed to take such of the said one Flat and the said under roof one Car Parking Space.
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The Second Party. The Second Party shall invest and expand its existing solar cell and module production lines, to fulfill the Third Party’s demand; the investment of Phase 1 is approximately US$50M. Move of its headquarters to the development zone before end of 2009, also move other production lines (in China) to the Development Zone.
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The Second Party. On the succeeding clauses:
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Related to The Second Party

  • Provision of Certain Information by the Adviser The Adviser will promptly notify the Sub-Adviser (1) in the event that the SEC has censured the Adviser or the Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Adviser’s registration as an investment adviser; or, to the knowledge of the Adviser, has commenced proceedings or an investigation that may result in any of these actions and (2) upon having a reasonable basis for believing that each Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

  • PROVISION OF CERTAIN INFORMATION BY SUBADVISER The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events: a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

  • Indemnification of Protected Persons To the fullest extent permitted by law, each of the Parties (other than the Administrator) shall jointly and severally indemnify, hold harmless, protect and defend the Administrator, its Affiliates, any officer, manager, board member, employee or any direct or indirect partner, member or shareholder of the Administrator, any Person who serves at the request of the Administrator on behalf of any of the Parties as an officer, director, partner, member, manager, board member, shareholder or employee of any other Person, and any Person who was, at the time of the act or omission in question, such a Person (each, a “Protected Person”) against any losses, claims, damages or liabilities, including legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing the Protected Person’s right to indemnification under this Agreement (collectively, “Liabilities”), to which any Protected Person may become subject (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of such Party; or (ii) by reason of the fact that it is or was acting in connection with the activities of such Party in any capacity or that it is or was serving at the request of any Party as a partner, member, shareholder, director, officer, employee or agent of any Person, unless, in each case, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime, except a judgment, order or conviction that expressly provides that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime.

  • PROVISION OF CERTAIN INFORMATION BY ADVISER The Adviser will promptly notify the Trust in writing of the occurrence of any of the following: a. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; b. the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and c. the chief executive officer or managing member of the Adviser or the portfolio manager of any Fund changes.

  • Reliance on Third Parties Our ability to provide certain Services (e.g., in connection with electronic data interchange) is dependent upon our ability to obtain or provide access to third party networks. In the event any third party network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through an alternate third party network. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any services you receive from third party vendors.