Foreign Assets. Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)
Foreign Assets. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
Foreign Assets. No Fiduciary may maintain the indicia of ownership of any assets of the Plan outside the jurisdiction of the district courts of the United States, except as may be authorized by the Secretary of Labor by regulation.
Foreign Assets. A list of the Purchased Assets used in foreign operations of the Company and its Seller Subsidiaries by country (the “Foreign Assets”) is set forth on Schedule 1.7. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and other instruments and documents shall be jointly prepared by the Parties and shall include (i) the Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) the Cayman Sale Order, (iv) an allocation of the Purchase Price to the Purchased Assets located within each jurisdiction and (v) to the extent reasonably requested by Purchaser or otherwise required by Law, local asset transfer agreements for each jurisdiction other than the United States (including without limitation the Cayman Islands, the Republic of China, the People’s Republic of China, the Republic of Korea, India, Japan, United Kingdom and France in which Purchased Assets or Assumed Liabilities are located (“Local Asset Transfer Agreements”), and (vi) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities, including where necessary separate agreements to effect the transfer of Purchased Intellectual Property and shall be executed no later than at or as of the Closing by the Company and/or one or more of its Seller Subsidiaries, as appropriate, and Purchaser or one or more of its Subsidiaries, as appropriate. Such assignment, transfer or
Foreign Assets. Borrower represents and warrants that it does not have, and covenants that, during the term of the Loan Agreement, it will not have, any assets located outside the United States.
Foreign Assets. Notwithstanding anything herein to the contrary, with respect to any personal property of a Grantor constituting Collateral which is located in or pertaining to a jurisdiction other than the United States or any State thereof, as to which the security interest granted hereunder may not be perfected by (a) filing financing statements under the Uniform Commercial Code, or (b) possession or “control” (as defined in Section 8-106 or Article 9 of the UCC) thereof in the United States, such Grantor will not be required to take any action necessary to perfect such security interest under the laws of the jurisdiction in which such property is located or to which such property pertains.
Foreign Assets. Permit the aggregate book value of all assets of Obligors and their Subsidiaries which are located outside of the United States to exceed at any time 5% of the aggregate book value of all assets of Obligors and their Subsidiaries, all as determined for Obligors and their Subsidiaries on a consolidated basis in accordance with GAAP.
Foreign Assets. Borrower covenants that the total amount maintained by Borrower in foreign bank accounts owned by Borrower shall not, at any time, exceed $500,000. Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance, except for Liens that would be Permitted Liens if the Foreign Sub was a Borrower hereunder (other than Liens securing Indebtedness for borrowed money), and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets.
Foreign Assets. With regard to any foreign assets of the Funds to be placed in the care of an "eligible foreign custodian" (as defined in Rule 17f-5(a)(1) under the Act), the Trust hereby delegates to the Custodian the responsibilities set forth in paragraphs (c)(1), (c)(2) and (c)(3) under Rule 17f-5 under the Act and the Custodian agrees to serve as the Funds' "foreign custody manager" (as defined in Rule 17f-5(a)(3) of the Act) with respect to such assets. The Custodian hereby accepts such delegation.
Foreign Assets. Borrower covenants that (i) the total amount maintained by Borrower in foreign bank accounts shall not, at any time, exceed $500,000, and (ii) the total assets of Borrower located outside the United States (including without limitation deposits in foreign bank accounts) combined shall not, at any time, exceed $1,000,000 in the aggregate. Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance (other than Permitted Liens), and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets. Borrower: Lender: TALEND, INC. SQUARE 1 BANK By /s/ Xxxxxx Xxxxxxxxxxx By /s/ Xxxxx Xxxx Title CFO Title Vice President Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title CFO Exhibit A Existing Indebtedness: None Existing Investments: None Existing Liens: None
