Covenant of the Seller. In the event that (a) the Certificate Balance shall be reduced by Realized Losses and (b) any litigation with claims in excess of $1,000,000 to which the Seller is a party which shall be reasonably likely to result in a material judgment against the Seller that the Seller will not be able to satisfy shall be commenced by the Owner during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Seller, such judgment has been satisfied) the Seller shall not pay any dividend to Caterpillar Financial Services Corporation, or make any distribution on or in respect of its capital stock to Caterpillar Financial Services Corporation, or repay the principal amount of any indebtedness of the Seller held by Caterpillar Financial Services Corporation, unless (i) after giving effect to such payment, distribution or repayment, the Seller's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such payment, distribution or repayment. The Seller further agrees that prior to the termination of the Trust it shall not revoke, modify or otherwise amend any agreements with Caterpillar Financial Services Corporation in effect on the Closing Date in any manner that would adversely affect the rights of the Seller to receive from Caterpillar Financial Services Corporation contributions of capital or payments on demand pursuant to such agreements. The Seller further covenants and agrees that it will not enter into any transaction or take any action (other than any transaction or action contemplated by this Agreement or any of the Basic Documents) if, as a result of such transaction or action, any rating of either the Notes or the Certificates by any of the Rating Agencies would be downgraded or withdrawn.
Covenant of the Seller. With respect to any MERS Mortgage Loan, on or immediately following the related Closing Date, Seller shall comply with all rules and procedures of MERS in connection with registering Purchaser as the beneficial owner of such Mortgage Loan on the MERS System.
Covenant of the Seller. The Seller covenants that it will sell the Parent Common Stock pursuant only to institutional negotiated “block trades” and shall not sell any of the Parent Common Stock registered on the Registration Statement on the open market; provided, however, that in addition to “block trades,” the Seller shall be permitted to trade up to 100,000 shares of Parent Common Stock per month on the open market.
Covenant of the Seller. The Seller covenants to the Purchaser with respect to the Loans that the Seller will not agree to release any Guarantor from any of its contractual obligations as a guarantor of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is guaranteed, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser.
Covenant of the Seller. Joy and HIL shall be responsible for any payments made by the Buyer to any of the employees of the UK Business who are employed at the Wigan Plant prior to Closing and whose contracts of employment transfer to the Buyer at Closing pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 1981 by way of redundancy payments for redundancies which occur within 180 days of the Closing Date but limited to One Hundred Fifty Percent (1 50%) of the statutory redundancy entitlement of such employees based on the relevant employee's age, salary and length of service. Buyer's Affiliate may set off against its payment obligations under the Note any amounts which Seller fails to pay to Buyer hereunder.
Covenant of the Seller. The Seller covenants that it will not sell on the open market per day more than 30,000 shares of Parent Common Stock registered on the Registration Statement; provided, however, that if the Seller’s shares of Parent Common Stock are included in the Offering pursuant to Section 6.1(a)(12) hereof, the Seller shall comply with the selling restrictions set forth in Section 6.1(a)(12) hereof. Notwithstanding the foregoing, the Seller acknowledges that it is in possession of non-public information and understands it is prohibited from selling, buying or otherwise trading in any of Parent Common Stock until such non-public information is made public.”
Covenant of the Seller. The Seller agrees that, within sixty ---------------------- (60) days after the date hereof, it will obtain and provide to the Buyer, written confirmation from Fitch IBCA, Inc., Standard & Poor's Ratings Services, and Xxxxx'x Investor Services (the "Rating Agencies") that the transfer of the Loan to Wilshire Real Estate Investment Trust or to Wilshire Financial Services Group Inc, or to any Affiliate (as defined in the Intercreditor Agreement) of either such entity ("Wilshire"), and the holding of the Loan by Wilshire would not cause any Rating Agency to qualify, downgrade or withdraw any of the current ratings on the Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 1997-C2.
Covenant of the Seller. The Seller covenants with the Owner Trustee and the Note Insurer that during the continuance of this Agreement it will comply in all respects with the provisions of its Articles of Incorporation in effect from time to time.
Covenant of the Seller. No Mortgage Loan was selected by the Seller for inclusion under this Agreement from its portfolio of comparable loans on any basis which would have a material adverse effect on the Purchaser. With respect to any MERS Mortgage Loan, on or immediately following the related Closing Date, Seller shall comply with all rules and procedures of MERS in connection with registering Purchaser as the beneficial owner of such Mortgage Loan on the MERS System. With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office. Seller shall provide Purchaser with the payment history for any Mortgage Loans if requested by the Purchaser.
Covenant of the Seller. The Seller covenants to take all reasonable steps to deliver all of the certification documents, instruments and other items set out in subsection 6.1(e).
