Country Agreements Sample Clauses

Country Agreements. If Symetra wants to receive from ACS, and ACS agrees to provide to Symetra, Services in countries that are located outside the United States (each, a “New Country”), the terms of this Agreement shall apply to Services delivered in such New Country, except that the local Affiliates of each Party in such New Country shall execute an agreement that identifies any country-unique terms (and/or deviations from the terms of this Agreement) that are required by local laws in such New Country and addresses appropriate pricing for the Services to be provided in such New Country (each, a “Country Agreement”).
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Country Agreements. Each Country Agreement shall terminate automatically upon the termination or expiry of this Agreement unless terminated earlier in accordance with its terms.
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Country Agreements. The term of a Country Agreement shall commence on the Country Agreement Effective Date and shall continue until the Country Agreement Expiration Date, or such earlier date upon which such Country Agreement is terminated in accordance with its terms (the “Initial Country Agreement Term”). A Country Agreement may be extended upon the terms of such Country Agreement; provided, however, that (A) no Country Agreement shall extend beyond the end of the Term and (B) no Related Country Agreement may be extended for a term that is longer than the term of the Primary Country Agreement to which it is related.
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Country Agreements. The provisions of Section 4.3 of the Master Agreement are hereby incorporated by reference into this Country Agreement, mutatis mutandis.
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Country Agreements. (1) Either Party is (subject to the provisions of Schedule 4) entitled by reasonable prior notice to the other Party to nominate a member of its Group (which may, for the avoidance of doubt, but subject to the following requirements of this Clause 2.10, be itself) to provide (in the case of nominations by the Supplier) or pay for (in the case of nominations by Marconi) any of the Services pursuant to this Agreement; each such nomination shall be of an entity which is resident (for tax purposes) as follows: (a) for Services to be provided in the Invoice Region "UK and Ireland," in the UK; and (b) for Services to be provided in the Invoice Region "Rest of World", either (i) in the UK, or (ii) (subject to Clause 2.10(6)) in a Country in the "Rest of World" Invoice Region to which the Services are to be provided under this Agreement; and (c) for Services to be provided in any other Invoice Region, in a Country in that Invoice Region, and the nominating Party shall procure that the entity nominated pursuant to Clause 2.10(1)(a), (b) or (c) shall invoice all Services or (as the case may be) make all payments due under this Agreement from the Country referred to in 2.10(1)(a), (b) or (c). (2) Marconi shall, where Marconi is receiving the relevant Services, or shall procure that each member of the Marconi Group receiving the Services shall, accept the performance of the Supplier's nominee in lieu of the Supplier, and to the extent the Supplier's nominee performs the Services in accordance with this Agreement, that performance shall to the same extent (but not otherwise) discharge the Supplier under this Agreement; for the avoidance of doubt, each Party shall be liable to the other for the acts and omissions of its nominee(s) and (in the case of Marconi) the relevant member(s) of the Marconi Group arising under or in connection with this Agreement, as if they were its own. (3) Without prejudice to Clause 38 (Further Assurance): (a) where the Supplier nominates a member of the Supplier Group to perform any of the Services in accordance with Clause 2.10(1), Marconi shall, or shall procure that the member of the Marconi Group receiving the Services, or if more than one, any one of them (in either case) reasonably acceptable to the Supplier, shall promptly enter into a Country Agreement with the Supplier's nominee, and the Supplier shall procure that its nominee also promptly enters into that Country Agreement; (b) where Marconi nominates a member of the Marconi Group ...
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Related to Country Agreements

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • Closing Agreements Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Laws regarding Taxes) executed on or prior to the date of this Agreement.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

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