International Issues. The NetZero ISP Service is not available outside of the United States and is not available in Hawaii or Alaska. Compaq, however, may be distributing Combined Products in such states as well as in Puerto Rico and Canada. Compaq agrees that the rights hereunder extend only to distribution of the Licensed Product in the United States, Canada and Puerto Rico. To the extent the Combined Product are distributed in jurisdictions where NetZero does not provide the NetZero ISP Service, the Parties agree to indicate so in a manner as to not confuse the consumer.
International Issues. No Group Company is, or has ever been, a “passive foreign investment company” within the meaning of section 1297 of the Code or a “controlled foreign corporation” within the meaning of section 957 of the Code.
International Issues. The primary issues facing the foreign practitioner attempting to enforce a foreign-drafted prenuptial agreement in the United States, or a United States practitioner dealing with a party who is not a resident of the United States, involve conflicts of law issues and enforcement concerns when more than one jurisdiction is involved, and one of them is a foreign country. Under the American law of conflicts, the general rule is that the validity and the enforceability of the contract is determined by the law of the state where the contract was entered into. or the state whose laws the agreement specified will apply in a choice of law provision. According to one commentator, this doctrine is equally applicable to prenuptial agreements.39 In fact, one court has held that as a general rule, unless an explicit contrary intent is shown, a prenuptial agreement made in a foreign country is enforceable in the United States according to the law of the foreign country where it was executed.40 These general rules, however, are not without exception. The Restatement (Second) of Conflicts of Laws provides the following general statement of law that captures the majoring view of how state courts in the United States addresses this conflicts of law issue in the area of prenuptial agreements: a court shall apply the law of the state chosen by the parties in most cases, unless the state has no substantial relation to the contract or unless the law of that state offends a fundamental policy of a state having a greater interest in the particular issue. 41 In situations where the parties did not express an intention as to the law to be applied, the majority approach, which tracks with the Restatement, is that the laws and polices of the state having the most significant relationship to the transaction of the parties should be applied.42 39 Xxxxx X. Xxxxxx, Enforcement of Islamic Antenuptial Agreements, 15 DIV. LITIG. 41 (Mar. 2003). 40 See, e.g., Xxxxxxxx x. Xxxxxxxx, 15 Cal. Xxxx. 000 (Xxx. Ct. App. 1961); Shaudry v. Shaudry, 388 A.2d 10001 (N.J. Super. Ct. App. Div.); Xxxxx x. Xxxxx-Xxxxx, 382 N.Y.S. 2d 799 (1976). See also XXXXX X. XXXXXX & XXXXX X. XXXXXX, ATTACKING AND DEFENDING MARITAL AGREEMENTS § 15.02 at 448-449 (2001). 41 Restatements are statements of law prepared by the American Law Institute (ALI). The ALI is a group of judges, academics, and practitioners who serve by appointment. The Restatements, which cover a variety of areas of substantive law, are usually propo...
International Issues. Neither the Company nor any of its Subsidiaries is, or ever has been, a (i) “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code or an entity that has ever made the election provided under section 897(i) of the Code; (ii) a “passive foreign investment company” within the meaning of section 1297 of the Code; or (iii) a “controlled foreign corporation” within the meaning of section 957 of the Code. The Company and its Subsidiaries are in compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction Contract or Order (each, a “Tax Incentive”), and the consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive.
International Issues. Kolipoki Pictures controls and operates the Service from the U.S., and Kolipoki Pictures makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
International Issues. ASI controls and operates the Service from the U.S., and ASI makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
International Issues. In the United States, Zocial controls and operates the Services from its offices in California, U.S.A. Zocial makes no representation that the Services is appropriate or available for use beyond the U.S.A. If you use the Services from other locations, you are doing so of your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, Zocial reserve the right to limit the availability of, restrict access to, or discontinue the Services and/or any Content, program, product, service, or other feature described or available on or in the Services to any person, entity, geographic area, or jurisdiction, at any time and in Zocial’s sole discretion, and to limit the quantities of any content, program, product, service, or other feature that Zocial provides. Some content, programs, services, or features may be available on this or only on a subscription or fee basis.
International Issues. Red Penguins controls and operates the Service from the U.S., and Red Penguins makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
International Issues. Tourneau controls and operates the Service from the U.S., and Tourneau makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re- export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
International Issues. Investors from jurisdictions other than the UK may be subject to local regulatory, tax or other legal constraints on their investments which may have a knock-on effect on how the limited partnership carries on its business. The LPA is therefore likely to contain clauses dealing with specific issues arising from having investors based overseas. The most commonly encountered clauses deal with the following US issues. Employee Retirement Income Security Act (ERISA) US pension fund investors are affected by US legislation, in particular, the Employee Retirement Income Security Xxx 0000 (ERISA) which is intended, amongst other things, to regulate the investment activities of the pension funds and their investment managers. Furthermore, the general partner may fall within the US regulatory net if certain conditions are not met. For these reasons, where investors in a fund are likely to include US pension funds, the LPA will include fairly extensive provisions allowing limited partners subject to ERISA to withdraw from the partnership if continued participation would breach ERISA rules. To comply with ERISA requirements, it may also be provided that the partnership will carry on its activities in such a way as to qualify as a “venture capital operating company”. To do this, the partnership should make at least half of its investments (measured by cost) into operating companies in which the general partner/manager has management rights (such as the ability to appoint a director to the board of that target company). It is relatively straightforward, in practice, for the manager to ensure compliance with ERISA. Unrelated Business Taxable Income (UBTI) US tax exempt investors may suffer US tax on “unrelated business taxable income” (UBTI) from investments made in tax transparent entities. Further, income arising from third party borrowings made by the partnership may be treated as UBTI. The LPA might therefore reflect the wishes of certain US investors to avoid UBTI and include mechanics for so doing.
