TRADE IN GOODS ARTICLE 2.1
COUNTERFEIT GOODS i. Seller represents that it shall not furnish counterfeit goods to Buyer, defined as goods or separately- identifiable items or components of goods that may without limitation: (i) be an unauthorized copy or substitute of an original equipment manufacturer or original component manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re-worked, re-marked, re- labeled, repaired, refurbished, or otherwise modified from OEM design but are represented as OEM authentic or as new; (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes; or (vi) have not acted as or engaged an independent distributor, non- authorized supplier, non-authorized distributor, non-franchised distributor, broker, or non-authorized reseller (collectively “Non-Franchised Source”), unless Buyer has provided prior written approval. Any requests to Buyer to include Non-Franchised Source Goods or components of Goods shall include complete and compelling support.
Mergers, Consolidations and Sales of Assets (a) The Company will not, and will not permit any Consolidated Subsidiary to, consolidate with or be a party to a merger with any other Person or dispose of all or a substantial part of the assets of the Company and its Consolidated Subsidiaries; provided that:
Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).
Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that: