Foreign Assets. Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)
Foreign Assets. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
Foreign Assets. Borrower covenants that (i) the total amount maintained by Borrower in foreign bank accounts shall not, at any time, exceed $500,000, and (ii) the total assets of Borrower located outside the United States (including without limitation deposits in foreign bank accounts) combined shall not, at any time, exceed $1,000,000 in the aggregate. Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance (other than Permitted Liens), and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets.
Foreign Assets. No Fiduciary may maintain the indicia of ownership of any assets of the Plan outside the jurisdiction of the district courts of the United States, except as may be authorized by the Secretary of Labor by regulation.
Foreign Assets. Borrower represents and warrants that it does not have, and covenants that, during the term of the Loan Agreement, it will not have, any assets located outside the United States.
Foreign Assets. A list of the Purchased Assets used in foreign operations of the Company and its Seller Subsidiaries by country (the “Foreign Assets”) is set forth on Schedule 1.7. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and other instruments and documents shall be jointly prepared by the Parties and shall include (i) the Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) the Cayman Sale Order, (iv) an allocation of the Purchase Price to the Purchased Assets located within each jurisdiction and (v) to the extent reasonably requested by Purchaser or otherwise required by Law, local asset transfer agreements for each jurisdiction other than the United States (including without limitation the Cayman Islands, the Republic of China, the People’s Republic of China, the Republic of Korea, India, Japan, United Kingdom and France in which Purchased Assets or Assumed Liabilities are located (“Local Asset Transfer Agreements”), and (vi) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities, including where necessary separate agreements to effect the transfer of Purchased Intellectual Property and shall be executed no later than at or as of the Closing by the Company and/or one or more of its Seller Subsidiaries, as appropriate, and Purchaser or one or more of its Subsidiaries, as appropriate. Such assignment, transfer or
Foreign Assets. (a) On the Closing Date, Sellers shall use reasonable best efforts to cause each of the Foreign Subsidiaries to sell, transfer, assign, convey and deliver, or cause to be sold, transferred assigned, conveyed and delivered to Buyer or the applicable Assignee, and Buyer or such applicable Assignee shall use reasonable best efforts to purchase, all right, title and interest of each of the Foreign Subsidiaries, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets and any other assets of the type that would have been Acquired Assets had they had been owned by Sellers as of the Closing Date or any minority equity interests held by the Foreign Subsidiaries (collectively, the “Acquired Foreign Assets”), in each case free and clear of any and all Encumbrances of any kind, nature or description and any Claims, other than Permitted Post-Closing Encumbrances. If the transfer of any Acquired Foreign Assets does not occur at the Closing Date, Seller and Buyer shall use reasonable best efforts to complete such transfer as promptly as practicable following the Closing Date and shall enter into such agreements as may be reasonably required to provide Buyer or the applicable Assignee the benefit of such assets until such transfer is consummated.
(b) If, at any time prior to the date that is sixty (60) days after the Closing Date, but in no event later than May 3, 2019, Buyer determines (in its sole discretion) that it is necessary or desirable to acquire other minority equity interests in non-U.S. Persons held by Subsidiaries of Seller (other than any Subsidiary who is a Seller) so as to ensure that Buyer or the applicable Assignee shall be able to secure the benefit of the applicable Acquired Foreign Assets, Buyer may elect, by written notice delivered to Sellers, to acquire such equity interests directly from Seller. Following any such election, Buyer and Seller shall promptly execute all documentation required to effectuate the purchase and sale of such equity interests under applicable Law.
(c) No purchase of Acquired Foreign Assets or equity interests pursuant to this Section 2.13 shall require the delivery of any additional consideration by Buyer; provided, that to the extent required by applicable Law (including, for the avoidance of doubt, Tax Law), Buyer and Seller shall in accordance with Section 9.3(d) either (i) allocate a portion of the Purchase Price to the purchase of such equity interests or (ii) provide fo...
Foreign Assets. Permit the aggregate book value of all assets of Obligors and their Subsidiaries which are located outside of the United States and Canada, as determined for Obligors and their Subsidiaries on a consolidated basis in accordance with GAAP, to exceed at any time 5% of the aggregate book value of all assets of Obligors, as determined for Obligors on a consolidated basis in accordance with GAAP.
2.25 Section 7 of the Loan Agreement is amended and restated in its entirety as follows:
Foreign Assets. Within 30 calendar days of any Calendar Quarter in which Citigroup incurs a Loss, Citigroup shall review and confirm that no Covered Asset consisting of an asset- backed security in respect of which a Loss was incurred in such Calendar Quarter was a “Foreign Asset” within clause (g) of the definition of that term as of the last day of such Calendar Quarter. If Citigroup identifies any such asset-backed security as a “Foreign Asset”, it shall promptly report the same to the other parties hereto. For purposes of calculating any Loss hereunder in respect of such Covered Asset incurred prior to the FRBNY Funding Date (but, for the avoidance of doubt, not any Loss or Post Coverage Period Loss subsequent to the FRBNY Funding Date), Citigroup shall only be entitled to claim an amount of Loss equal to the same percentage of the full amount of the Loss incurred on such Covered Asset as the aggregate value of the underlying assets securing such security that are obligations of U.S. Persons is of the total value of all ultimate underlying assets securing such security.
Foreign Assets. Notwithstanding anything herein to the contrary, with respect to any personal property of a Grantor constituting Collateral which is located in or pertaining to a jurisdiction other than the United States or any State thereof, as to which the security interest granted hereunder may not be perfected by (a) filing financing statements under the Uniform Commercial Code, or (b) possession or “control” (as defined in Section 8-106 or Article 9 of the UCC) thereof in the United States, such Grantor will not be required to take any action necessary to perfect such security interest under the laws of the jurisdiction in which such property is located or to which such property pertains.
