All U. S. Purchasers shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A, in the case of Qualified Institutional Buyers or in accordance with Rule 506(b) of Regulation D, in the case of U.S. Institutional Accredited Investors;
All U. S. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE HOW THE FOREGOING BACKUP WITHHOLDING AND REPORTING REQUIREMENTS APPLY TO THEM WITH REGARD TO THEIR PARTICULAR CIRCUMSTANCES. Exhibit C: See attached Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification � Go to wxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor orC CorporationS CorporationPartnershipTrust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) � Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) � 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Social security number – – Employer identification number – Part II Certification Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and I am not subject to backup withholding because: (a) I am exempt from backup withho...
All U. S. and foreign patent applications relating to the INVENTION shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen and engaged by LICENSEE and approved by YALE. For U.S. patent applications, LICENSEE shall retain substantive control of and responsibility for direct prosecution, however no modifications to the original patent applications may be made without written approval by YALE. For foreign patent applications, LICENSEE shall have substantive control of and responsibility for direct prosecution. In any case, YALE and LICENSEE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all U.S. and foreign patent applications and patents, and to give the party that is not directing prosecution reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosure. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses, nor will it abandon the patent application referred to on the first page, above, without LICENSEE's consent. The party directing prosecution shall have no liability to the other party for damages, whether direct, indirect, incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution.
All U. K. pension schemes currently maintained by the Company or any of its subsidiaries are defined contribution plans and there are no unfunded obligations with respect to any of them. Any U.K. pension schemes previously operated by the Company or any of its subsidiaries that are or were defined benefit plans (A) either have been wound-up prior to the date of this Agreement, - or currently are in the process of being wound-up, and (B) are fully funded. -
All U. S.A. taxes are included in the price except sales, use, and excise, value-added and similar taxes that have been excluded based on the assumption that the transaction involves exportation. All rights to drawback of U.S.A. customs duties paid by Seller with respect to parts or products belong to and shall remain in Seller. If Buyer arranges for export shipment, Xxxxx agrees to furnish, without charge, evidence of exportation or other evidence of tax or duty exemption acceptable to the taxing or customs authorities when requested by Seller, failing which, the amount of any U.S.A. taxes or duties imposed on Seller in connection with the transaction shall be promptly reimbursed in U.S. Dollars by Buyer to Seller upon submission of Seller’s invoices therefore.
All U. S. registered copyrights or unregistered copyrights and all rights deriving therefrom (the "Copyrights" and together with the Trademarks, the "Intellectual Property");
All U. S. patent applications relating to the INVENTIONS shall be prepared and prosecuted by counsel chosen and engaged by YALE in consultation with the LICENSEE. For U.S. patent applications, YALE shall elect whether YALE or LICENSEE shall retain substantive control of and responsibility for direct prosecution. For foreign patent applications, LICENSEE shall have substantive control of and responsibility for direct prosecution. In any case, YALE and LICENSEE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all U.S. and foreign patent applications and patents, and to give the party that is not directing prosecution reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosure. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without mutual consent from the LICENSEE. The party directing prosecution shall have no liability to the other party for damages, whether direct, indirect, incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution.
All U. S. dollar denominated, non-negotiable certificates of deposit issued by Bank of America, N.A., now owned or hereafter acquired (the "CDs");
All U. S. Employees traveling on business (and charging their airline ticket to the Corporate Card) are covered under the American Express Baggage Insurance Plan, which provides automatic ----------------------------------------------------------------------------- 4 ADDENDUM 1-1998 EMPLOYEE GUIDE Appendix 1a coverage up to $1,250 for carry-on and up to $500 for checked baggage, in excess of the common carrier's coverage. Call 0-000-000-0000 for more information, claim reporting, or a copy of the Description of Coverage.
All U. S. Federal income Tax Returns of or with respect to MSR or any of the MSR Subsidiaries have been audited by the applicable governmental authority, or the applicable statute of limitations has expired, for all periods up to and including the taxable year ended December 31, 1992.
