Covenants of the Selling Shareholders. The Selling Shareholder covenants with each Underwriter as follows: (a) The Selling Shareholder 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 the Selling Shareholder undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the
...verification of the foregoing Certification. 22 (b) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.
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Covenants of the Selling Shareholders.
The Each Selling
Shareholder Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a)
The Each Selling Shareholder 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 Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of t
...his Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Selling Shareholder undertakes any additional documentation necessary to provide such additional supporting documentation as each Underwriter may reasonably request in connection comply with the verification of the foregoing Certification. 22 (b) 31 CFR § 1010.230. 30 (c) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.
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Covenants of the Selling Shareholders.
The Each Selling
Shareholder Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a)
The Each Selling Shareholder 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 Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of t
...his Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Selling Shareholder undertakes any additional documentation necessary to provide such additional supporting documentation as each Underwriter may reasonably request in connection comply with the verification of the foregoing Certification. 22 (b) 31 CFR § 1010.230. (c) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.
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Covenants of the Selling Shareholders. The Selling Shareholder covenants with
each the Underwriter as follows: (a) The Selling Shareholder will deliver to
each the 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) The Selling Shareholder will deliver to the Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and exec
...uted Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Selling Shareholder undertakes to provide such additional supporting documentation as each the Underwriter may reasonably request in connection with the verification of the foregoing Certification. 22 (b) (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the such deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each the Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) For the avoidance of doubt, no additional amounts shall be payable by the Company or the Selling Shareholder in respect of taxes or duties imposed on a net income basis due to some connection of the Underwriter with the jurisdiction imposing the tax other than the entering into of this Agreement or receipt of payments hereunder. (d) All sums payable to an Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an the Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. tax, provided that the Underwriter has issued a valid invoice to the Shareholder.
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Covenants of the Selling Shareholders. The Selling Shareholder covenants with
each the Underwriter as follows: (a) The Selling Shareholder will deliver to
each the 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) The Selling Shareholder will deliver to the Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and exec
...uted Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Selling Shareholder undertakes to provide such additional supporting documentation as each the Underwriter may reasonably request in connection with the verification of the foregoing Certification. 22 (b) (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the such deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each the Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) For the avoidance of doubt, no additional amounts shall be payable by the Company or the Selling Shareholder in respect of taxes or duties imposed on a net income basis due to some connection of the Underwriter with the jurisdiction imposing the tax other than the entering into of this Agreement or receipt of payments hereunder. (d) All sums payable to an Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an the Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. tax, provided that the Underwriter has issued a valid invoice to the Shareholder.
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Covenants of the Selling Shareholders.
The (a) Each Selling
Shareholder Shareholder, severally and not jointly, covenants with each Underwriter
that it 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
follows: (a) The appropriate, together with all required attachments to such form. (b) Unless exempted under applicable law, each Selling Shareholder
that is a "legal entity customer" (as defined in 31 C.F....R. §1010.230(e)) will deliver to each Underwriter (or its agent), on or before 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 the each Selling Shareholder undertakes to provide such additional supporting documentation as each such Underwriter may reasonably request in connection with the verification of the foregoing Certification. 22 (b) 28 (c) All sums payable by the Selling Shareholder Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.
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Covenants of the Selling Shareholders. The Selling Shareholder covenants with each Underwriter as follows: (a)
The Selling Shareholder will deliver to each Underwriter (or its agent), on or prior to the Closing Date, a properly completed and executed Internal Revenue Service ("IRS") Form W-9 or an applicable IRS Form W-8, as appropriate, together with all required attachments to such form, establishing a complete exemption from United States backup withholding tax. (b) The Selling Shareholder 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 the Selling Shareholder undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. 22 (b) 24 (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (c) (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.
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