Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows:
(a) Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
Covenants of the Sellers. Except for the transfer under this Agreement, none of the Sellers will transfer to any other person, or create or suffer to exist any Lien on any Mortgage Loan, or any interest in one; each Seller will notify the Indenture Trustee of the existence of any Lien on any Mortgage Loan immediately on its discovery; and CHL will defend the right, title, and interest of the Trust and the Indenture Trustee in the Mortgage Loans against all claims of third parties claiming through a Seller. Nothing in this Section shall prohibit a Seller from suffering to exist on any of the Mortgage Loans any Liens for municipal or other local taxes and other governmental charges if they are not due at the time or if the applicable Seller is contesting their validity in good faith by appropriate proceedings and set aside on its books adequate reserves with respect to them.
Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows:
(a) Such Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status), as appropriate, together with all required attachments to such form.
(b) Each Seller will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.
(c) All sums payable by a Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxes, unless required by law, in which case such Selling Shareholder shall pay such additional amount as will result, after such withholding or deduction, in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide.
(d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabiliz...
Covenants of the Sellers. 2.1 Each Seller hereby agrees that he shall not, from the date hereof until the earlier of: (i) the termination of this Agreement pursuant to Article 5; and (ii) the Expiry Time, except in accordance with the terms of this Agreement:
(a) except to the extent permitted by Sections 2.1(d) and 2.2(a), take any action, directly or indirectly, which may in any way adversely affect in any material respect the success of the Offer or the purchase of any Company Shares under the Offer;
(b) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Company Shares or obtain or enter into any right to do so, with the exception of any Company Shares acquired pursuant to the exercise of Options;
(c) grant or agree to grant any proxy or other right to the Subject Company Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Subject Company Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof;
(d) in any manner, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent or otherwise (as applicable), make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any person regarding an Acquisition Proposal, engage in any discussions or negotiations regarding any Acquisition Proposal, or otherwise co-operate in any way with, or assist or participate in, knowingly facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; provided, however, that the foregoing shall not prevent a Seller who is a member of the Board of Directors or is a senior officer of the Company from engaging, in such capacity, in discussions or negotiations with a person in response to a bona fide written Acquisition Proposal made by a such person which did not result from a breach of this Agreement or the Support Agreement and which (i) the Board of Directors determines in good faith constitutes a Superior Acquisition Proposal on the basis provided for in Section 6.2(a) of the Support Agreement; and (ii) in respect of which the Board of Directors, after receiving advice of the Company’s outside legal counsel reflected in the minutes of the Board of Directors to such effect, determines in good faith that the failure to take suc...
Covenants of the Sellers. Each Seller hereby covenants that:
Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows:
(a) Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
(b) Each Seller will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.
Covenants of the Sellers. 22 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................22
Covenants of the Sellers. Each Seller hereby covenants that, except for the transfer hereunder with respect to the Mortgage Loans, each Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Lien on, any Mortgage Loan, whether now existing or hereafter created, or any interest therein; each Seller will notify the Trustee, on behalf of the Trust Fund, of the existence of any Lien (other than as provided above) on any Mortgage Loan immediately upon discovery thereof; and each Seller will defend the right, title and interest of the Trustee, on behalf of the Trust Fund, in, to and under the Mortgage Loans, whether now existing or hereafter created, against all claims of third parties claiming through or under the respective Seller.
Covenants of the Sellers. From the date hereof until the first day following the Facility Termination Date on which all of the Transferred Receivables are either collected in full or become Defaulted Receivables:
Covenants of the Sellers. The Sellers agree that:
