For U.S. Applicants: 6. Are you registered with Directorate of Defense Trade Controls (DDTC)? If yes, state so and provide documentation.
For U.S. Persons. Subscriber is a natural person who is (i) a citizen of the United States or (ii) a resident of the United States, even if not a citizen.
For U.S. Federal income Tax purposes, Buyer and the Seller Entities shall treat and report the Equity Purchase as an acquisition by Buyer of all of the assets of the Company from the Seller Entities in exchange for the Final Purchase Price and the amount of all liabilities of the Company and its Subsidiaries as of the Closing Date (subject to the provisions of Article XI of this Agreement).
For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.
For U.S. City, County, and State Government Entities. If Partner is a U.S. city, county or state government entity, this Agreement shall not specify any governing law or venue.
For U.S federal income tax purposes, except as otherwise provided in this Section 6.3, each item of income, gain, loss and deduction shall be allocated among the Members in the same manner as its corresponding item of book income, gain, loss or deduction is allocated pursuant to Section 6.1 and Section 6.2.
For U.S. Residents: If the Arbitration Provision in Section 10 above is deemed not to apply by a court of competent jurisdiction, the following will apply: With regard to Your Enrollment or membership in the Program (as opposed to any Program rental entered into by You), You irrevocably and unconditionally consent and submit to the laws of the State of Florida. You further agree to the personal jurisdiction by and venue in the state and federal courts in Xxx County, Florida, and waive any objection to such jurisdiction or venue. If any provision of Your Enrollment or the agreement governing any Program rental conflicts with any applicable law or regulation in any jurisdiction, then that provision shall be deemed to be modified as to that jurisdiction (but, to the extent permitted by law, not elsewhere) to be consistent with such law or regulation, or to be deleted if modification is impossible, and shall not affect the remainder of Your Enrollment or such agreement, which shall continue in full force and effect. If any provision of Your Enrollment or such agreement is held to be so broad as to be unenforceable in any jurisdiction, then that provision shall be interpreted to be only so broad as is necessary for it to be enforceable as to such jurisdiction (but, to the extent permitted by law, not elsewhere).
For U.S. (i) a company secretary or director of us or an employee of ours whose title includes the word manager or director;
For U.S federal income Tax purposes, the Company is, and has been since its formation, classified as a corporation.
For U.S. (i.e., domestic) due diligence investigations, conduct the following reviews, subject to Sections III.1, III.2 and III.3, above, as applicable: For Individuals (i.e., natural persons, each of whom shall be a “Subject”; however, the terms “Individual(s)” and “Subject(s)” are used interchangeably in this Agreement: Verifications: Education (up to three highest-level degrees earned); Employment (up to five prior employers), including employment biographies; Professional licenses (e.g., accountancy, legal); Other licenses or certifications (e.g., Chartered Financial Analyst (“CFA”) or Financial Industry Regulatory Authority (“FINRA”) Series 7 pilot license); Driving history records (for states lived in at least the past five years, to the extent possible); Credit checks and Social Security Number (“SSN”) trace for those persons who have provided a signed release for such checks (for example, a signed disclosure notice is required of an individual in compliance with the Fair Credit Reporting Act (“FCRA”) or other applicable law); National Sex Offender Registry and New York State and County Sex Offender Registries; Political contributions; and Items in Section III.A.3 below. For Entities (e.g., Financial Institutions, Consultants, Investment Managers, Broker Dealers, General Partners, and Fund of Fund Managers): State corporate records searches, including corporate ownership information, company affiliations, names of principals and current status; Fictitious or assumed name (i.e., doing business as or DBA) filings; Business financial health report (e.g., Xxxx and Xxxxxxxxxx); and Items in Section III.A.3 below. For BOTH Individuals and Entities: Litigation review of any legal action, case, litigation, matter, or arbitration involving the Entity and/or Subject, including provisioning of case name and parties, court/venue, docket/case number, and other identifying and relevant details; State (to the applicable county level) civil court checks at all jurisdictions Individual - where the individual lived or worked; or Entity - where the Entity was domiciled or conducted business; State (to the applicable county level) criminal court checks at all jurisdictions Individual - where the Individual lived or worked; or Entity - where the Entity was domiciled or conducted business; Federal Court civil record checks of all court filings, including litigation history and declarations of federal bankruptcy regarding any Subject (i.e., individual) or Entity and any business e...
