LIA Clause Samples

LIA. Where the parties jointly determine that it is necessary or desirable to accommodate specific foreign circumstances, in particular to differences in foreign mandatory laws and regulations or to foreign business requirements of GE, a GE Affiliate or Supplier, the parties or their affiliates may enter into a Local Implementation Agreement ("LIA") for the purchase of Deliverables or Services in a particular country outside the United States using the template form set out in attached Appendix C. Each such LIA shall: (i) form a separate agreement between the relevant parties to it governing the provision of Services to the GE Affiliate in or in respect of the relevant country or market; (ii) incorporate as if set out in full therein the then current version of this Agreement; (iii) set out any exceptions and/or additional terms and conditions in a LIA deemed appropriate by the relevant parties to such LIA in consideration of their respective organizational or operational needs and/or processes or to apply local mandatory laws; and (iv) be read such that references in this Agreement and the LIA to “Supplier” shall be deemed to be references to the Supplier contracting entity of the LIA and references to “GE” shall be deemed to be references to the GE Affiliate entering into a SOW or and/or issuing a PO incorporating the terms of the LIA. Other than with respect of such SOWs and/or POs entered into or issued in its own name, the GE Affiliate contracting entity of the LIA shall have no liability or be in any way responsible to Supplier, any Supplier affiliate or to any other GE Affiliate with respect of any SOW or PO entered into or issued pursuant to the LIA.

LIA. Medical Practice and LIA Corporation; and any references in this Agreement to the Seller(s), the Corporation(s), the Practice(s) or the Shares and any information set forth on the Exhibits hereto shall be construed in accordance with the foregoing. Notwithstanding the foregoing, the representations and warranties set forth in this Section 2 with respect to PDI are made jointly and severally by all Sellers, and with regard to the representations and warranties set forth in Sections 2.3(a), 2.3(c), 2.4(b), 2.4(d) and 2.4(e), each Seller is representing and warranting severally but not jointly, with respect to such Seller. In accordance with the foregoing, Sellers hereby represent and warrant to Parent and PSC as follows: