PM USA definition

PM USA has the meaning set forth in the preamble to this Agreement.

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PM USA as defined in the preamble to the Agreement. Projects: projects, research initiatives, technologies and research and development support activities in which PMI and PM USA or their Affiliates have collaborated under a Cost Sharing Agreement or will be collaborating under this Agreement. R&D Agreement: the Research and Development Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇ Products S.A., a wholly-owned Subsidiary of PMI, and PM USA (f/k/a ▇▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated), dated as of January 1, 2002, as extended by the Extension Agreement, dated as of November 15, 2006. Receiving Party: as defined in Section 7.03(b) hereof. Representative: with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives. Rules: as defined in Section 9.04 hereof. Severable: characterization of an Independent Invention that can be exploited commercially without Jointly Funded IP. Subsidiary: with respect to any specified Person, any corporation or other legal or other entity of which such Person controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body.

PM USA as defined in the preamble to the Agreement. PM USA Group: PM USA and the Subsidiaries of PM USA. PM USA Group Liabilities: except as otherwise specifically provided in any Other Agreements, all Liabilities, whether arising before, at or after the Distribution Date arising from the conduct of, in connection with or in any way relating to, in whole or in part, the business and operations of the PM USA Group or the ownership or use of assets or property in connection therewith. Notwithstanding the foregoing, “PM USA Group Liabilities” shall exclude Tobacco Product Claims and Brand Integrity Claims.

Examples of PM USA in a sentence

• As to questions of fact material to such opinions, we have, when relevant facts were not independently established by us, relied upon the representations of PM USA set forth in the Guarantee and upon certificates of PM USA or its officers or of public officials.

• We have also examined the originals, or copies certified to our satisfaction, of such corporate records of PM USA, certificates of public officials and of officers of PM USA, and agreements, instruments and other documents, as we have deemed relevant and necessary as a basis for the opinions expressed below.

• PM USA is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia.

• PM USA Cigarettes, PM USA Cigarette Signs, and other PM USA products in the PM USA Portion, as designated by PM USA, must be merchandised across the entire top shelves and contiguously on successive lower shelves thereafter until such PM USA-occupied space equals the PM USA Share of Category Space in the PCMA, subject to a maximum of 65% of such Category Space.

• The Guarantee delivered on the date hereof has been duly executed and delivered on behalf of PM USA.

• The execution, delivery and performance by PM USA of the Guarantee are within PM USA’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene: (i) the Charter or the By-laws or (ii) any law, rule or regulation applicable to PM USA or (iii) to our knowledge, any contractual restriction binding on or affecting PM USA.

• Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of the firm involved in the representation of PM USA in connection with the Guarantee, without independent investigation.

• The Guarantee is the legal, valid and binding obligation of PM USA enforceable against PM USA in accordance with its terms.

• The amount of the Merchandising Payment earned by Retailer with respect to a Store for each month that the Store participates in the Program is determined by the Store’s (1) applicable rate per PM USA Carton and (2) Average PM-CCPM for the current STARS Quarter.

• Subject to the limitation set forth in Section 3.E.(2), each Store with respect to which Retailer participates in the Marlboro Product Promotion Acceptance Election must purchase at least 80% of the quantities of Marlboro Product Promotions automatically ordered by PM USA on its behalf during each STARS Quarter.