Foreign Entities. The following standards shall apply to Seller, or Seller’s Guarantor, that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia and whose financial data is not denominated in United States currency and does not conform to generally accepted accounting principles (GAAP) in the United States. For Sellers who cannot meet the following requirements, the posting of cash or Letter of Credit in an acceptable form (see standard format in Exhibit C) for the Aggregate Buyer’s Exposure shall be required.
(a) Seller shall supply such evidence of creditworthiness so as to provide Buyer with comparable assurances of creditworthiness as is applicable above for Sellers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. Buyer shall have full discretion, without liability or recourse to Seller, to evaluate the evidence of creditworthiness submitted by such Seller; or
(b) The Guarantor of Seller shall supply such evidence of creditworthiness so as to provide Buyer with comparable assurances of creditworthiness as is applicable above for Guarantors of Sellers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. Buyer shall have full discretion, without liability or recourse to the Guarantor or Seller, to evaluate the evidence of creditworthiness submitted by such Guarantor.
(c) Sellers or Guarantors of Sellers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia and whose financial data is not denominated in United States currency or does not conform to generally accepted accounting principles (GAAP) in the United States shall, in addition to all documentation required elsewhere in this Section 14.9 (Foreign Entities), supply the following as a condition of being granted Unsecured Credit, up to a maximum level, for the purpose of covering the Aggregate Buyer’s Exposure:
(1) A legal opinion of counsel qualified to practice in the foreign jurisdiction in which Seller is incorporated or otherwise formed that this Agreement is, or upon the completion of execution formalities will become, the binding obligation of Seller in the jurisdiction in which it has been incorporated or otherwise formed; and
(2) The sworn certificate of the corporate secretary (or similar officer) of such Seller t...
Foreign Entities. Without regard to the circumstances of Executive’s termination from employment, Executive hereby also covenants that upon termination, if he is listed as an officer, director, partner, secretary or shareholder on any Affiliate, division or branch of the Company, he will sign over any and all rights to stock (except Company stock and stock rights that Executive holds personally) and/or resign as an officer or director of such entity prior to departure from the Company as required by the law applicable to the entity or by that entity’s procedural requirements.
Foreign Entities. If (1) Seller is not a State entity, (2) Seller is providing anything other than tangible personal property (for example, services) in the United States (“U.S.”), and (3) the Hillrom entity on the Purchase Order is established under the laws of a State, Seller shall promptly provide IRS Form W-8BEN, Form W-8ECI, Form W-8CE, Form W-8EXP, Form W-8IMY or Form W-9, whichever form is applicable, to Hillrom. Failure to furnish the appropriate IRS Form may result in withholding thirty-five percent (35%) of payments pursuant to the Agreement in accordance with Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“IRC”).
Foreign Entities. In accordance with R.I. Gen. Laws § 7-1.2-1401, no business entity shall have the right to transact business in Rhode Island until it shall have procured a certificate of authority to transact business in the State from the Rhode Island Secretary of State. The term “
Foreign Entities. To the extent that the particular reporting entity is required under the laws of a foreign jurisdiction to have certified financial statements or an accountant's review prepared annually, those reports (converted to the English language and to United States dollars) may, in general, be substituted for the special purpose reports enumerated in Exhibit IV-2. However, the special purpose reports relating to fundraising and overseas cash flows must be performed for all reporting entities. In addition, this section IV. paragraph B.1.b.ii. shall not apply unless: (a) the financial statements are prepared by an accountant that otherwise meets the definition of Qualified CPA under this Agreement (or their equivalent under the laws of the foreign jurisdiction in which the accountant is admitted to practice); (b) the financial statements include a balance sheet, income statement accountants' report, and accountants' notes to the financial statements, (statements of cash flows and management letters shall be included to the extent they are prepared); and, (c) the foreign entity remains a reporting entity for purposes of special procedures to be performed in connection with other reporting entities.
Foreign Entities. If (a) Service Provider is not a State entity, (b) Service Provider performs Services in the United States (“U.S.”), and (c) the Hillrom entity on the Purchase Order is established under the laws of a State, Service Provider shall promptly provide to Hillrom IRS Form W-8BEN, Form W- 8ECI, Form W-8CE, Form W-8EXP, Form W-8IMY or Form W-9, as applicable. Failure to furnish the appropriate IRS form may result in Hillrom withholding thirty-five percent (35%) of payments under the Agreement in accordance with IRS Code of 1986, as amended, and the regulations promulgated thereunder (“IRC”).
Foreign Entities. Foreign entities are foreign public entities as defined in 2 CFR 200.46 and foreign organizations as defined in 2 CFR 200.47. In addition to following all general requirements, foreign entities must follow any special considerations and requirements for different classes of recipients. Foreign public entities are to follow those for states. Foreign nonprofit organizations are to follow those for nonprofits. Foreign higher education institutions are to follow those for Institutions of Higher Education (IHEs). These regulations and requirements always apply: Administrative Requirements: 2 CFR Part 200, Subparts A through D. The state payment procedures in 200.305(b) do not apply to foreign public entities. Foreign public entities must follow the payment procedures in 2 CFR 200.305(b). The requirements in 2 CFR 200.321 and 200.322 do not apply to foreign entities. Cost Principles: 2 CFR Part 200, Subpart E Indirect Cost Rate Approval: Indirect Cost Identification and Assignment and Rate Determination by the Department of the Interior 2 CFR Part 25, Universal Identifier and System for Award Management, unless the entity meets at least one qualifying condition and is exempted by the BLM prior to award as provided for in 2 CFR Part25. 2 CFR Part 170, Reporting Subawards and Executive Compensation Information 2 CFR Part 175, Award Term for Trafficking in Persons. Applies to awards to foreign private entities. Also applies to awards to foreign public entities, if funding could be provided under the award to a private entity as a subrecipient. See the award term for definitions. 2 CFR Part 200, Appendix XII, Award Term and Condition for Recipient Integrity and Performance Matters. Applies to awards with a total Federal share of more than $500,000, except those awards to foreign public entities. 2 CFR Part 1400, Nonprocurement Debarment and Suspension. This does not apply to foreign public entities. 43 CFR 18, New Restrictions on Lobbying: Submission of an application also represents the applicant’s certification of the statements in 43 CFR Part 18, Appendix A, Certification Regarding Lobbying. 41 USC §6306, Prohibition on Members of Congress Making Contracts with Federal Government. No member of or delegate to the United States Congress or Resident Commissioner shall be admitted to any share or part of this award, or to any benefit that may arise therefrom; this provision shall not be construed to extend to an award made to a corporation for the...
Foreign Entities. Tenant represents and warrants to Landlord that the entity(s) or individual(s) constituting Tenant, or which may own or control Tenant, or which may be owned or controlled by Tenant, or which may be an affiliate of Tenant, are not a Foreign Source, as defined in Section 117 of the Higher Education Act (HEA) of 1965. If, at any time during the Lease Term, any such entity(s) or individual(s) shall be deemed to be a Foreign Source, Tenant shall promptly notify Landlord of such fact and shall provide all relevant information required to be reported by University under the HEA.
Foreign Entities. Tenant represents and warrants to Landlord that the entity(ies) or individual(s) constituting Tenant, or which may own or control Tenant, or which may be owned or controlled by Tenant, or which may be an affiliate of Tenant, are not a Foreign Source, as defined in Section 117 of the Higher Education Act (HEA) of 1965. If, at any time during the Term of this Lease, any such entity(ies) or individual(s) shall be deemed to be a Foreign Source, Tenant shall promptly notify Landlord of such fact and shall provide all relevant information required to be reported by Landlord under the HEA. [NOTE: If Tenant cannot make this representation, please consult with Real Estate Services and Strategies for reporting requirements.]
Foreign Entities. Section 1.1(c)..........................................3
