Puerto Rico Clause Samples

Puerto Rico. Notwithstanding any territorial or other restrictions contained in this Agreement, the parties hereto acknowledge that the distribution of the Company Service in Puerto Rico in the Spanish language via DirectTV Latin America shall not be deemed to violate any such territorial restrictions.

Puerto Rico. Dr. Rau´l

Puerto Rico. All of Puerto Rico. Any regulated article may be moved interstate from any regulated area in a quarantined State if moved under the following conditions: quarantined State which the Deputy Administrator deems necessary to reg- ulate because of its proximity to a sug- arcane disease or its inseparability for 3 Requirements under all other applicable Federal domestic plant quarantines must also be met.

Puerto Rico. Prior to the Distribution Date, the Baxalta Group shall, except as otherwise provided in Article III or as mutually agreed upon by the Parties, adopt Non-U.S. Baxalta Benefit Plans with respect to Non-U.S. Baxalta Employees residing in Puerto Rico, with terms comparable in the aggregate to those of the corresponding Non-U.S. Baxter Benefit Plans; provided, however, that Baxalta may limit participation in any such Non-U.S. Baxalta Benefit Plan to Non-U.S. Baxalta Employees who are Transferred Employees and who participated in the corresponding Non-U.S. Baxter Benefit Plan immediately prior to the applicable Transfer Date; provided further that to the extent permitted by applicable Law, the Baxalta Group may provide for Non-U.S. Baxalta Employees residing in Puerto Rico to participate in a Baxalta Benefit Plan maintained for Baxalta Employees residing in the United States, in which event such Baxalta Benefit Plan shall be considered a Non-U.S. Baxalta Benefit Plan with respect to the portion applicable to such Non-U.S. Baxalta Employees. As described in Article III, or as otherwise mutually agreed upon by the Parties from time to time, the Baxter Group shall, or shall cause the applicable Non-U.S. Baxter Benefit Plan’s related trust to, transfer to the Baxalta Group or the relevant Non-U.S. Baxalta Benefit Plan’s related trust, an amount equal to the trust Assets, insurance reserves, and other Assets of each Non-U.S. Baxter Benefit Plan relating to the Liabilities of such Non-U.S. Baxter Benefit Plan assumed by Baxalta or such Non-U.S. Baxalta Benefit Plan in accordance with this paragraph. As described in Article III, or as otherwise mutually agreed upon by the Parties from time to time, the Baxalta Group shall, or shall cause the relevant Non-U.S. Baxalta Benefit Plan to, assume the Liabilities of the corresponding Non-U.S. Baxter Benefit Plan with respect to all benefits accrued under that Non-U.S. Baxter Benefit Plan by Non-U.S. Baxalta Employees residing in Puerto Rico who are Transferred Employees.

Puerto Rico. 12.14.1. If We cancel this Agreement, We must provide written notice to You fifteen (15) days prior to cancellation of this Agreement. 12.14.2. If this Agreement is cancelled prior to the beginning of the Term of this Agreement, as indicated on page 1, the Selling Dealer will issue You within thirty (30) days of cancellation a full refund equal to the Total Purchase Price. 12.14.3. If a refund is not paid or credited by the Selling Dealer within forty-five (45) days, a ten percent (10%) penalty per month will be added to the refund.

Puerto Rico. I acknowledge and agree that a Spanish-language version of this Agreement is available upon request and that, in the event of a conflict between the English- and Spanish-language versions of this Agreement, the English-language version shall control. I further acknowledge and agree that Section 26 shall not apply to me and that 1(e) and 17 shall be replaced with the following provisions: 1. (e) “Restricted Customer” means a customer or potential customer of the Company with whom I dealt on behalf of the Company during the Pre- Termination Period.

Puerto Rico. For so long as Participant primarily resides and works in the Commonwealth of Puerto Rico (“Puerto Rico”) and is subject to the laws of Puerto Rico: (i) the Obligations in Section 9(j)(xii)(A) shall only apply up to one year following such termination of employment with the Company in any geographical area within Puerto Rico where Participant had responsibilities on behalf of the Company or where Participant received Confidential Information during the one-year period prior to the termination of employment with the Company; (ii) Section 9(j)(xii)(A) is further limited to situations where Participant is performing services that are the same as or similar in function or purpose to the services Participant performed for the Company or its subsidiary/subsidiaries (as appropriate), or that call for the application of the same or similar specialized knowledge or skills as those utilized by Participant in the services Participant provided to the Company or its subsidiary/subsidiaries (as appropriate), during the one-year period prior to the termination of Participant’s employment with the Company or any subsidiary thereof; (iii) Section 9(j)(vi) is amended to read as follows: “Covered Business Partner” shall mean any person, concern or entity (including, without limitation, any Client) with respect to whom Participant did business on behalf of the Company or any subsidiary thereof, or who were personally served by Participant or as to which Participant received or learned of Confidential Information, during the most recent two years of Participant’s employment with the Company or any subsidiary thereof, or such shorter period of time as employed (the “Look Back Period”); and (iv) this Agreement is amended to add the following new Section 12:

Puerto Rico. Seller’s Affiliates will provide IM services for Buyer Stores in Puerto Rico that are substantially the same in all material respects as the IM services provided by Seller’s Affiliates for Buyer Stores in Puerto Rico and Guam as of the Effective Date.

Puerto Rico. (i) Subject to Sections 9.1(a)(ii), Parent will cause Company PR, SMART Modular Technologies (P.R.), Inc., a California corporation and a wholly-owned subsidiary of the Company (“Company PR California”) and any other relevant Company Entity to transfer and assign to Solectron Puerto Rico Limited, a limited liability company organized under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent GH (“Puerto Rico NewCo”), for nominal consideration, all of the assets and Liabilities relating to Company PR’s Mayaguez, Puerto Rico and Aguadilla, Puerto Rico facilities including, without limitation, all rights and Liabilities of Company PR arising from or in connection with the HP CMA. All assets and Liabilities relating to the Aguada, Puerto Rico and the Dominican Republic facilities will remain with Company PR as of the date hereof. The individuals set forth on Schedule 9.1(a)(i) are employees of the Company Entities as of the date hereof. (ii) Parent will cause Company PR, Company PR California and any other relevant Company Entity to transfer and assign, for nominal consideration, the leases for the Mayaguez and Aguadilla facilities listed on Section 2.12 of the Company Disclosure Schedule (the “Mayaguez and Aguadilla Leases”) (but excluding, however, any Liabilities of Company PR under the Transition Services Agreement and agreements entered into in conjunction with the Transition Services Agreement); provided, however, that in the event the assignment and transfer of the Mayaguez and Aguadilla Leases is not completed by the Closing, and subject to the terms of the Transition Services Agreement, Parent shall assume all Liabilities, and pay for and perform all obligations under the Mayaguez and Aguadilla Leases (the “PR Lease Obligations”) until the assignment and transfer of such leases is effective. Parent will at Closing enter into an agreement, in form acceptable to Buyers, acknowledging its obligation to remain liable for the PR Lease Obligations if the assignments of the Mayaguez and Aguadilla Leases are not effective as of the Closing.