Without limiting the foregoing. Buyer shall at a minimum:
Without limiting the foregoing. (i) Fund Services may rely upon the advice of the Fund or counsel to the Fund or Fund Services, and upon statements of accountants, brokers and other persons believed by Fund Services in good faith to be expert in the matters upon which they are
Without limiting the foregoing. (1) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Holdings and the Applicable Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of Holdings or the Applicable Administrative Agent) two properly completed and duly signed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding.
Without limiting the foregoing. (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, IRS Form W-8ECI or W-8IMY (and any applicable attachments thereto), or any successors thereto, relating to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document or in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, IRS Form W-8BEN and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter, each such Foreign Lender to the extent it is legally entitled to do so shall promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities), in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or, in each case, promptly notify the Borrower and the Administrative Agent of its inability to do so.
Without limiting the foregoing. (a) No Inconsistent Plan or Intent (i) Each of Industrial Company and Shipbuilding Company represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request or in the Tax Opinion. Regardless of any change in circumstances, each of Industrial Company and Shipbuilding Company covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 11. For purposes of applying this Section 11(a) to any such inconsistent action prior to the Effective Time, the members of the Tenneco Group shall be treated as Affiliates of Industrial Company. (ii) Acquiror represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request or in the Tax Opinion. Regardless of any change in circumstances, Acquiror covenants and agrees that it will not take, and it will cause Tenneco and the other Affiliates of Acquiror to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 11. (b)
Without limiting the foregoing. (A) the Company Financial Statements include adequate provisions for all taxes, assessments, fees, penalties and governmental charges which have been or in the future may be assessed against the Company with respect to the period then ended and all periods prior thereto; and (B) on the date hereof, to its knowledge, the Company is not liable for any taxes, assessments, fees or governmental charges.
Without limiting the foregoing. 6.1.1. The (i) PeptiDream Background Technology, (ii) Licensed Technology, and (iii) PeptiDream Research Materials (unless and until associated with a Selected Conjugate) will be the Confidential Information of PeptiDream;
Without limiting the foregoing. 9.3.1 Company agrees that the Databases and all information contained therein and/or provided by AEC hereunder, including database layouts, schema, algorithms and linking and other program features, are and shall be treated as Confidential Information. Company agrees not to copy, disclose or otherwise make available the Databases, in any form, to any person for any purpose other than as necessary to permit Company's use of the Databases as authorized herein. Company shall include in copies or reproductions of the AMG Database the "AMG" logo and any other patent, copyright, trademark or proprietary notices contained in the original or as reasonably required by AEC. Company shall take all reasonable steps to safeguard the Databases against unauthorized disclosure. Company also agrees not to use the Databases except as authorized under this Agreement and, in particular, without limiting the foregoing, not to use such information to develop a product that would be competitive with the Databases.
Without limiting the foregoing i. Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two properly completed and duly signed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
Without limiting the foregoing the Mortgagor shall promptly from time to time execute and sign or to procure that the person for the time being holding any of the Collateral Shares, the Additional Collateral (if applicable) and the Additional Cash Collateral as the Mortgagor’s nominee executes and signs all transfers, powers of attorney, proxies and other documents which the Lender may require for perfecting the Lender’s title to any of the Collateral Shares or the Additional Collateral (if applicable) or Additional Cash Collateral or for vesting or enabling it to vest the same in itself, its nominee or in any purchaser.
