For Non-U. S. Employees who are not Automatic Transfer Employees, the Destination Employer shall offer employment to each such employee effective on the applicable Local Transfer Date, or, if applicable, the Delayed Transfer Date, or as otherwise agreed between Nuance and SpinCo, (a) at the employee’s same general location, and (b) with same base salary as is in effect immediately prior to the Local Transfer Date or, if applicable, the Delayed Transfer Date, and (c) otherwise on terms and conditions that are substantially similar terms and conditions in the aggregate as those that were in effect immediately prior to the Local Transfer Date or, if applicable, the Delayed Transfer Date.
For Non-U. S. sales (Peerless takes title outside the U.S.), the contract of sale for Products and/or Prototypes purchased under this Agreement will be between the IBM legal entity that will supply the Products and/or Prototypes ("the Plant") and Peerless. It is agreed that all such orders will incorporate the terms of this Agreement whether expressly referenced or not, and will only be accepted subject to the terms of this Agreement. Orders will be accepted by the Plant when it issues an acceptance document thereby creating the contract of sale for the Products. IBM reserves the right to enforce the provisions of this Agreement on behalf of the Plant. Base Agreement Page 2 of 8 Peerless Systems Corporation Custom Sales Agreement No. 000334 April 23, 2001
For Non-U. S. Person Investors (all Investors who are not a U.S. Person must INITIAL this section): Initial ______ The investor is not a “U.S. Person” as defined in Regulation S; and specifically the investor is not:
For Non-U. S. PERSON SUBSCRIBERS (If the Subscriber is not a U.S. Person the Subscriber must INITIAL this section): Initial _______ The Subscriber is not a “U.S. Person” as defined in Regulation S; and specifically the Subscriber is not:
For Non-U. S. patent applications from the date of filing, unless on the date of expiration of the applicable foregoing (i) or (ii), one or more rejections of the pending claims of such patent application are under appeal to a board of appeals, court, or other authority with jurisdiction over appeals of such rejections.
For Non-U. S. INVESTORS ONLY - Declaration of Ownership. If the Note Holder is a non-U.S. Person, the Note Holder represents and certifies that it does not, directly or indirectly, own 10% or more of the Fund's outstanding Units. The Note Holder agrees to notify the Manager immediately if the Note Holder obtains any Units in the Fund after the date of this Agreement, either directly or through other individuals or entities.
