Foreign Activities. Except as expressly described in Schedule 2.34, no Acquired Company has conducted any business, performed any services or otherwise engaged in activities for the purpose of performing services or developing business in any jurisdiction other than the United States of America. No Acquired Company is subject to (and none of the assets or properties of the Acquired Companies are bound by) any judgment, decree, order, injunction, award or ruling of any foreign government or foreign court, tribunal, administrative or regulatory agency or commission or any other foreign governmental authority or agency or foreign arbitration panel. There is no (and there has not at any time been any) Action pending or, to the Knowledge of the Partners, threatened against or by or relating to or involving any Acquired Company or the real or personal property (whether leased or owned) of any Acquired Company before, under the authority of or within the purview of any foreign government or foreign court, tribunal, administrative or regulatory agency or commission or any other foreign governmental authority or agency or foreign arbitrator of any kind.
Foreign Activities. Neither the Company nor any of its Subsidiaries (i) has (or has ever had) any (A) place of management, (B) branch, (C) office (or any other place of business), (D) operations of employees, (E) agent with binding authority or (F) other activities, in each case that gives rise to a permanent establishment or taxable presence in any country other than the country where the Company or such Subsidiary was organized, (ii) has ever entered into a gain recognition agreement pursuant to Treasury Regulation 1.367(a)-8, and (iii) has ever transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code. Neither the Company nor any of its Subsidiaries has any item of income that could constitute (i) subpart F income within the meaning of Section 952 of the Code or (ii) global intangible low-taxed income within the meaning of Section 951A of the Code, in each case, for the period commencing on the first day of any Straddle Period and ending at the close of business on the Closing Date. No Company Subsidiary that is a controlled foreign corporation holds assets that constitute U.S. property within the meaning of Section 956 of the Code.
Foreign Activities. Neither Parent nor any of its Subsidiaries (i) has (or has ever had) any (A) place of management, (B) branch, (C) office (or any other place of business), (D) operations of employees, (E) agent with binding authority or (F) other activities, in each case that gives rise to a permanent establishment or taxable presence in any country other than the country where Parent or such Subsidiary was organized, (ii) has never entered into a gain recognition agreement pursuant to Treasury Regulation 1.367(a)-8, and (iii) has never transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code. Neither Parent nor any of its Subsidiaries has any item of income that could constitute (i) subpart F income within the meaning of Section 952 of the Code or (ii) global intangible low-taxed income within the meaning of Section 951A of the Code, in each case, for the period commencing on the first day of any Straddle Period and ending at the close of business on the Closing Date. No Parent Subsidiary that is a controlled foreign corporation holds assets that constitute U.S. property within the meaning of Section 956 of the Code.
Foreign Activities. Notwithstanding anything in this Article XII, the Company shall not, and shall not permit any of its Subsidiaries to (i) incur any Contingent Obligation permitted under Section 12.03(j), or (ii) make any Investment permitted under Section 12.04(e) [Foreign Investments], Section 12.04(h) [Foreign Purchases], Section 12.04(j) in respect of a Foreign Joint Venture [Foreign Joint Venture Activities], or Section 12.04(k) in respect of a Foreign Restricted Subsidiary [Foreign Restricted Subsidiary Activities] if immediately after incurring such Contingent Obligation or making such Investment, the aggregate amount of all such Contingent Obligations and Investments would exceed 25% of Consolidated Tangible Net Worth, determined as of the last day of the Fiscal Quarter most recently ended.
Foreign Activities a. Consolidated Tangible Net Worth (See 8(b)(iii)above) $__________
b. Maximum permitted aggregate amount of Contingent Obligations permitted under ss. 12.03(j) and Investments permitted under ss.sx. 02.04(e), 12.04(h), 12.04(j) in respect of a Foreign Joint Venture, and ss. 12.04(k) in respect of a Foreign Restricted Subsidiary [a x 25%] $__________
c. Actual aggregate amount of Contingent Obligations permitted under ss. 12.03(j) and Investments permitted under ss.sx. 12.04(e), 12.04(h), 12.04(j) in respect of a Foreign Joint Venture, and ss. 12.04(k) in respect of a Foreign Restricted Subsidiary $__________
Foreign Activities. Business Associate shall not disclose, transmit, and/or provide access to WSU’s PHI to any person and/or entity located outside the geographic boundaries of the United States including employees, subcontractors, agents, or any other representative of that person or entity.
Foreign Activities. CONTRACTOR and CONTRACTOR’s sub-recipients agree that any MIECHV activities carried on outside the United States will be coordinated as necessary with appropriate government authorities and using appropriate licenses, permits, or approvals. (See 2.17 below) In addition, CONTRACTOR and CONTRACTOR’s sub-recipients will comply with all of the following laws:
(1) The federal Age Discrimination Act of 1975, 42 U.S.C. §§ 6101 et seq. (implemented at 45 C.F.R. pt. 91), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance;
(2) 20 U.S.C. § 7183, which prohibits smoking in any portion of an indoor facility used to provide federally funded health, day care, education, or library services to children under the age of 18. All sub-recipients must certify in writing that they comply with these provisions;
(3) the federal Drug-Free Workplace Act of 1988, 41 U.S.C. §§ 701 et seq., and regulations found at 45
Foreign Activities. Notwithstanding anything in this Section 7.02, the Company shall not, and shall not permit any of its Subsidiaries to (i) incur any Contingent Obligation permitted under Section 7.02(c)(ix) or (x), or (ii) make any Investment permitted under Section 7.02(d)(v) [Foreign Investments], Section 7.02(d)(vii) [Foreign Purchases], Section 7.02(d)(ix) in respect of a Foreign Joint Venture [Foreign Joint Venture Activities], Section 7.02(d)(x) in respect of a Foreign Restricted Subsidiary [Foreign Restricted Subsidiary Activities] if immediately after incurring such Contingent Obligation or making such Investment, the aggregate amount of all such Contingent Obligations and Investments would exceed 25% of Consolidated Tangible Net Worth, determined as of the last day of the Fiscal Quarter most recently ended. For purposes of this Section 7.02(u), the term "Foreign Joint Venture" shall not include any such corporation, partnership, limited liability company, joint venture or other entity organized under the laws of Canada or any province thereof.
Foreign Activities. The Company and Torch contemplates that activities outside the United States and its adjacent waters will be part of the Business. Provided, however, that because of the unique character of such assets and activities, Torch and the Company agree to negotiate in good faith toward a specific arrangement whereby any foreign assets or activities acquired by the Company would be subject to the services provided under this Agreement. It is understood by both the Company and Torch that this may result in fees that are higher or lower than those that would be charged under this Agreement.
Foreign Activities. Republic lends to foreign domiciled borrowers and obtains deposits from foreign domiciled customers. To a lesser extent, Republic makes investments in foreign securities. The following table sets forth, at the dates indicated, the aggregate amount of Republic's cross-border outstandings, including loans, foreign bonds, due from bank accounts and interest earning deposits in other banks (in thousands). DECEMBER 31, ------------------------------------ 1998 1997 1996 -------- -------- -------- Ecuador $ 42,000 $ 23,000 $ 13,000 Brazil 34,000 22,000 30,000 Peru 29,000 18,000 21,000 Panama 14,000 7,000 11,000 Guatemala 12,000 9,000 11,000 El Salvador 12,000 5,000 3,000 Colombia 3,000 1,000 12,000 Other 55,000 30,000 67,000 -------- -------- -------- $201,000 $115,000 $168,000 ======== ======== ======== The following table represents the total dollar amount of revenue, net income before taxes and net income associated with foreign activites for the year ended December 31, 1998 (in thousands). Interest income $12,515 Non interest income 1,251 ------- Total revenue $13,766 ======= Net income before taxes $ 6,146 ======= Net income $ 3,775 ======= Net income before taxes is computed based on internal allocations for income and expense recognition. These allocations include an assigned cost of capital, overhead and income or expense associated with the internal sale of funds between domestic and foreign activities.
