U.S. Law Clause Samples
U.S. Law. (a) Representations of the Corporation Regarding U.S. Law The Corporation represents, warrants, covenants and agrees that:
(i) the Corporation is, and at the Closing Date will be, a Foreign Private Issuer with no “substantial U.S. market interest” in any of its securities (as that term is defined in Regulation S);
(ii) neither it nor any of its affiliates, nor any person acting on their behalf (other than the Underwriter, its respective affiliates or any person acting on their behalf, in respect of which no representation is made) has made or will make any Directed Selling Efforts in the United States or has taken or will take any action in violation of Regulation M under the United States Securities Exchange Act of 1934, as amended, (the “1934 Act”), or has taken or will take any action that would cause the exemption from registration under Rule 506 of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Subscription Receipts pursuant to this Agreement;
(iii) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates or any person acting on their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Subscription Receipts in the United States by means of any form of general solicitation or general advertising, which includes any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, or in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act;
(iv) the Corporation has not, for a period of six months prior to the commencement of the offering of Subscription Receipts, sold, offered for sale or solicited any offer to buy any of its securities and will not sell, offer for sale or solicit any offer to buy any of its securities, in a manner that would be integrated with the offer and sale of the Subscription Receipts and would cause the exemptions from registration set forth in Rule 506 of Regulation D to become unavailable with respect to the offer and sale of the Subscription Receipts in the United States or to or for the benefit or account of U.S. Persons;
(v) neither the Corporati...
U.S. Law. It shall be the responsibility of the Customer to ensure the origination of ACH transactions complies with U.S. law.
U.S. Law. A security agreement between Tradin Organics USA Inc. and Trabocca B.V. and the Security Agent in respect of inventory, title documents, accounts, and supporting obligations related to the foregoing, together will all books, records, writings, databases, information, materials or other property relating to any of the foregoing.
U.S. Law. Customer acknowledges that Convercent is not, and Customer shall not take any action that would result in Convercent being or being deemed, a “business associate” as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Further, Customer represents and warrants to Convercent that Customer will not upload or transmit to the Services any content that (a) infringes, misappropriates or otherwise violates the rights of any third party, including intellectual property rights and rights of privacy; (b) constitutes “protected health information” as defined by the HIPAA, or “cardholder data” or “sensitive authentication data” each as defined by the Payment Card Industry Data Security Standard, as amended or replaced from time to time (“Security Regulations”), and (c) otherwise would subject Convercent to or be in violation of the Security Regulations.
U.S. Law. Similar to current French law, under US law the exercise of the ordinary right of set-off is a voluntary act of a non-public order nature which must be invoked by the creditor. Ordinary set-off is described by the US Department of Justice in its Attorneys’ Manual as ‘an equitable right’ of a creditor to deduct a debt it owes to the debtor from a claim owing to it by the debtor.48 ▇▇▇▇▇▇ notes that in judicial proceedings, since set-off has to be invoked by the defendant, it is essentially procedural so that the defendant ‘must set up in his answer’ any claim arising out of the same or different transaction or occurrence giving rise to the plaintiff’s claim. However, ▇▇▇▇▇▇ admits that 46 AUCKENTHALER (2013) para 70. In an earlier article, ▇▇▇▇▇▇▇▇▇▇▇▇ states that netting is a combination of juridical mechanisms, whether based on the set-off concept or not, which permit the establishment of a single net amount. AUCKENTHALER (2001) para 3. 47 ▇▇▇▇▇▇▇ (2017) para 931.
U.S. Law. Inventorship and rights of ownership shall be determined in accordance with U.S. patent law. The laws of the United States with respect to joint ownership of inventions shall apply in all jurisdictions, and each party hereby waives any right (other than as set forth in this AGREEMENT) to obtain an accounting of profits or approve any license or exploitation thereof.
U.S. Law. «Org_Also_Known_As» is reminded that US law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism and/or drug trafficking. It is the legal responsibility of «Org_Also_Known_As» to ensure compliance with these laws. In particular, to ensure compliance with Executive Order 13224 and the USA Patriot Act which prohibit such funding, «Org_Also_Known_As» shall vet any individuals or organizations (and their board members) receiving funds from this agreement. These lists can be found at the following websites:
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U.S. Law. It is the responsibility of the Company to ensure that the Company's origination of ACH transactions complies with U.S. law.
U.S. Law. It is the responsibility of ACH Merchant to ensure that its origination of ACH transactions complies with the laws of the United States, and as such, ACH Merchant represents and warrants that it will not transmit to EVO any Entries that violate U.S. law and that its Originator(s) will not initiate Entries that violate U.S. Law.
U.S. Law. The determination of whether Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent Rights, copyright or other Intellectual Property rights) therein will, for purposes of this Agreement, be made in accordance with Applicable Law in the U.S. as such law exists as of the Effective Date, irrespective of where or when such conception, discovery, development or making occurs.