Foreign Sales. The remittance of royalties payable on sales outside the United States shall be payable to Scripps in United States Dollar equivalents at the official rate of exchange of the currency of the country from which the royalties are payable, as quoted in the Wall Street Journal for the last business day of the calendar quarter in which the royalties are payable. If the transfer of or the conversion into the United States Dollar equivalents of any such remittance in any such instance is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the county where the sale was made on which the royalty was based to the credit and account of Scripps or its nominee in any commercial bank or trust company of Scripps's choice located in that country, prompt written notice of which shall be given by Licensee to Scripps.
Foreign Sales. The remittance of royalties payable on sales outside the United States shall be payable to TSRI in United States Dollar equivalents at the official rate of exchange of the currency of the country from which the royalties are payable, as quoted in the Wall Street Journal for the last business day of the calendar quarter in which the royalties are payable. If the transfer of or the conversion into the United States Dollar equivalents of any such remittance in any such instance is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the sale was made on which the royalty was based to the credit and account of TSRI or its nominee in any commercial bank or trust company of TSRI’s choice located in that country, prompt written notice of which shall be given by Licensee to TSRI.
Foreign Sales. For the avoidance of doubt, MPC’s license under this Agreement does not include the right to use the Licensed Marks on Products for sale to end-users residing outside of the Territory; provided, however, that MPC may ship to customers of the Business with ship-to locations outside the United States and Canada.
Foreign Sales. To take such reasonable steps as are reasonably requested by the Representatives to comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Securities are offered.
Foreign Sales. Royalties due for sales that occur in any country may not be reduced by any deduction of withholding, value-added taxes, fees, or other charges imposed by the government of such country, except as permitted in the definition of Net Sales. Foundation will, upon request, cooperate with Licensee to obtain a waiver or exemption from any income tax withholding requirement or a refund of any income tax withheld on Payments Due from under a Sublicense for a foreign jurisdiction. If at any time legal restrictions prevent the acquisition or prompt remittance of U.S. dollars by Licensee, Designees, Sublicensees or Affiliates of any of the foregoing with respect to any country where a Licensed Product is sold, Licensee shall either (i) pay any Royalties, Foundation's share of Sublicensing Royalties in excess of 12%, and Sublicensing Fees due to Foundation from Licensee's other sources of U.S. dollars or (ii) cease sales by Licensee, its Designees and their Affiliates of Licensed Product in such country and either terminate the Sublicense of any Sublicensee selling Licensed Product in such country or require the cessation of sales of Licensed Product by such Sublicensee, its Designees and their Affiliates in such country.
Foreign Sales. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense.
Foreign Sales. The remittance of royalties payable on sales of Company Products outside the United States, or ATI Payments payable on Aggregate Technology Income received by Company or its Affiliate in currency other than United States Dollars, shall be payable to TSRI in United States Dollar equivalents at the official rate of exchange of the currency of the country from which the royalties or ATI Payments are payable, as quoted in the Wall Street Journal for the last business day of the calendar quarter in which the royalties or ATI Payments are payable. If the transfer of or the conversion into the United States Dollar equivalents of any such remittance in any such instance is not lawful or possible, the payment of such part of the royalties or ATI Payments as is necessary shall be made by the deposit thereof, in the currency of the country where the sale was made or the currency in which Aggregate Technology Payment is received, as applicable, to the credit and account of TSRI or its nominee in any commercial bank or trust company of TSRI’s choice located in that country, prompt written notice of which shall be given by Company to TSRI.
Foreign Sales. Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, and Parent shall, use, and cause their respective Affiliates to use, their respective reasonable best efforts to prepare appropriate purchase agreements and other necessary documentation and to take such steps as are necessary to effectuate the sale of all of the issued and outstanding Capital Stock of the Foreign Entities to the Foreign Acquirors on the Closing Date according to the Laws of each relevant foreign jurisdiction. From time to time after the date hereof, BCP and Northrop Grumman shall agree in good faith that sufficient steps have been taken so that all of the issued and outstanding Capital Stock of one or more such Foreign Entities is capable of being sold to the relevant Foreign Acquiror on the Closing Date under the Laws of the foreign jurisdiction in which such entity is formed or domiciled concurrently with the Closing of the other transactions contemplated by this Agreement (each such Foreign Entity as to which such a determination is made being referred to herein as an "AGREED FOREIGN ENTITY").
Foreign Sales. Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, and Parent shall, use, and cause their respective Affiliates to use, their respective reasonable best efforts to prepare appropriate purchase agreements (collectively, the "FOREIGN PURCHASE AGREEMENTS") and other necessary documentation and to take such steps as are necessary to effectuate the sale of all of the issued and outstanding Capital Stock of the Foreign Entities to the Foreign Acquirors on or prior to the Closing Date in accordance with the Acquisition Steps and the Laws of each relevant jurisdiction. BCP agrees that it will take or shall cause the relevant Foreign Acquiror to take all steps requested by Northrop Grumman to return the ownership of the relevant Foreign Shares to TRW or one of its Subsidiaries, in the event that the transaction contemplated by a Foreign Purchase Agreement is consummated and the remaining transactions contemplated by this Agreement to occur on the Closing Date shall not have occurred on the Closing Date. In the event of such return, BCP agrees that it shall or shall cause the relevant Foreign Acquiror to return the relevant Foreign Shares to the selling shareholder of the Foreign Shares for the same consideration paid by the Foreign Acquiror. BCP further agrees to pay all transfer taxes, fees and other costs relating to any such return to Northrop Grumman. From time to time after the date hereof, BCP and Northrop Grumman shall agree in good faith that sufficient steps have been taken so that all of the issued and outstanding Capital Stock of one or more such Foreign Entities is capable of being sold to the relevant Foreign Acquiror on the Closing Date under the Laws of the foreign jurisdiction in which such entity is formed or domiciled concurrently with the Closing of the other transactions contemplated by this Agreement (each such Foreign Entity as to which such a determination is made being referred to herein as an "AGREED FOREIGN ENTITY").
Foreign Sales. The remittance of royalties payable on sales outside the United States shall be payable to Poniard in United States Dollar equivalents at the official rate of exchange of the currency of the country from which the royalties are payable, as quoted in The Wall Street Journal, East Coast edition for the last business day of the Calendar Quarter in which the royalties are payable. If the transfer of or the conversion into the United States Dollar equivalents of any such remittance in any such instance is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the sale was made on which the royalty was based to the credit and account of Poniard or its nominee in any commercial bank or trust company of Poniard’s choice located in that country, prompt written notice of which shall be given by Verastem to Poniard.
