U.S. Provisions Clause Samples
The "U.S. Provisions" clause defines specific terms, requirements, or conditions that apply to parties or transactions within the United States. Typically, this clause outlines compliance obligations with U.S. laws and regulations, such as export controls, data privacy, or tax rules, and may specify how the agreement is interpreted or enforced under U.S. jurisdiction. Its core function is to ensure that the contract addresses legal and regulatory considerations unique to the U.S., thereby reducing legal risk and clarifying the parties' responsibilities in the American context.
U.S. Provisions. The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
U.S. Provisions. (A) The Borrower must not, and will procure that Bidco does not, use any Loan, directly or indirectly, for any purpose in violation of the Margin Regulations.
(B) The Borrower must ensure that, in respect of Bidco and its ERISA Affiliates, no event or condition exists at any time in relation to a Plan which is reasonably likely to result in the imposition of a lien or other encumbrance on any of its assets which is reasonably likely to have a Material Adverse Effect.
(C) The Borrower shall, promptly upon becoming aware of it, notify the Agent of any Reportable Event or any termination of, or withdrawal from, or circumstances reasonably likely to result in the termination of or withdrawal from, any Plan that, in each case, would reasonably be expected to have a Material Adverse Effect.
U.S. Provisions. The Borrower, Bidco and their ERISA Affiliates are in compliance with all laws and regulations relating to each Plan sponsored by them, except where any failure to comply would not reasonably be expected to have a Material Adverse Effect.
U.S. Provisions