Applicable U Sample Clauses

Applicable U. S. Government Procurement Regulations incorporated into the Purchase Order shall, when applicable, take precedence over any conflicting provision of this Section 13 to the extent that such Regulations so require. The incorporation by reference of such U.S. Government Regulations dealing with subcontractors rights in Technical Data, subject inventions, copyrights, software and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or modify any greater rights which Seller may have previously granted to Buyer pursuant to prior agreements between the parties.

Applicable U. S. Government Procurement Regulations incorporated into this Agreement, shall, take precedence over any conflicting provision of this Article 16 to the extent that such Regulations so require. The incorporation by reference of such U.S. Government Regulations dealing with SELLER’s rights in Technical Data, subject inventions, copyrights, software and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or modify any greater rights which SELLER may have previously granted to BUYER pursuant to prior agreements between the Parties.

Applicable U. S. ARC/CANADA IATA Appointed Locations: All of TMC's U.S. and Canada locations, as reported to Participating Carriers by ARC and IATA respectively, are authorized to book and issue tickets for travel on Participating Carriers’ and Alliance Carriers’ flights at the time of ticketing incentive levels (“TOT Incentive”) outlined in Attachment 1 hereto. Participating Carriers and Alliance Carriers are identified in Attachment 1. TMC represents and warrants to Participating Carriers that it owns and operates each such ARC/IATA location and has the power and authority to enter into this Agreement on behalf of such ARC/IATA locations. Unauthorized bookings and ticketing at other ARC/IATA locations may result in incentive reclaim debit memos and may result in the immediate termination of this Agreement.

Applicable U. S. Government Procurement Regulations incorporated into this PO shall, when applicable, take precedence over any conflicting provision of this paragraph 9 to the extent that such Regulations so require. The incorporation by reference of such U.S. Government Procurement Regulations dealing with subcontractor rights in Technical Data, subject inventions, copyrights, software, and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or modify any greater rights which Seller may have previously granted to Buyer pursuant to prior agreements between the parties.

Applicable U. S. Securities Laws The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement and grants the Final Order, the issuance of the Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs under the Arrangement will not require registration under the U.S. Securities Act, in reliance upon the exemption from registration provided in Section 3(a)(10) thereof. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set out in this Section 2.9. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (1) the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (2) the Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs under the Arrangement based on the Court’s approval of the Arrangement, prior to the issuance of the Interim Order; (3) prior to the issuance of the Interim Order, the Company will file with the Court a draft copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; (4) each Person entitled to receive Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement will be given timely and appropriate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (5) the Interim Order will specify that each Person entitled to receive Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (6) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair and reasonable to all Persons entitled to receive, and that the Court has been advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of...

Applicable U. S. Securities Laws The Arrangement has been and shall continue to be structured such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement and grants the Final Order, on the Closing Date the issuance of the Share Consideration issuable to the Westbrick Shareholders under the Arrangement (i) will be made in compliance with Applicable Canadian Securities Laws and Applicable U.S. Securities Laws; and (ii) will not require registration under the U.S. Securities Act, and the rules and regulations promulgated thereunder, in reliance on Section 3(a)(10) of the U.S. Securities Act. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement.