Common use of 1933 Act Registration Clause in Contracts

1933 Act Registration. (a) The Trust has delivered to MMLD a copy of the current Prospectus and SAI. The Trust agrees that it will use its best efforts to continue the effectiveness of the Trust’s Registration Statement under the 1933 Act. The Trust further agrees, at its expense, to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act. The Trust represents that: (i) the Registration Statement and all amendments thereto filed by the Trust with respect to the Shares have been prepared and filed in conformity with the 1933 Act and rules and regulations promulgated thereunder, (ii) the Registration Statement, when effective, will contain the statements required to be stated therein in conformity with the 1933 Act and rules and regulations promulgated thereunder, and (iii) all statements of fact made therein will be true and correct at the time of such effectiveness and the Registration Statement will not contain any untrue statement of a material fact or omit to state a fact necessary to prevent the Registration Statement from being materially misleading. (b) The Trust agrees to advise MMLD immediately in writing: (i) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or Prospectus or the initiation of any proceeding for that purpose; (ii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or Prospectus or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; and (iii) of all actions of the SEC with respect to any amendments to the Registration Statement or Prospectus which may from time to time be filed with the SEC.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (Massmutual Premier Funds), Principal Underwriter Agreement (Massmutual Select Funds)

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1933 Act Registration. (a) The Trust Fund has delivered to MMLD a copy of the current Prospectus and SAI. The Trust Fund agrees that it will use its best efforts to continue for three years the effectiveness of the TrustFund’s Registration Statement under the 1933 Act and to file additional registration statements to maintain an effective Registration Statement under the 1933 Act. The Trust Fund further agrees, at its expense, to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act. The Trust Fund represents that: (i) the Registration Statement and all amendments thereto filed by the Trust Fund with respect to the Shares have been prepared and filed in conformity with the 1933 Act and rules and regulations promulgated thereunder, (ii) the Registration Statement, when effective, will contain the statements required to be stated therein in conformity with the 1933 Act and rules and regulations promulgated thereunder, and (iii) all statements of fact made therein will be true and correct at the time of such effectiveness and the Registration Statement will not contain any untrue statement of a material fact or omit to state a fact necessary to prevent the Registration Statement from being materially misleading. (b) The Trust Fund agrees to advise MMLD immediately in writing: (i) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or Prospectus or the initiation of any proceeding for that purpose; (ii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or Prospectus or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; and (iii) of all actions of the SEC with respect to any amendments to the Registration Statement or Prospectus which may from time to time be filed with the SEC.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (MassMutual Access Pine Point Fund), Principal Underwriter Agreement (MassMutual Access Pine Point Fund)

1933 Act Registration. (a) The Trust has delivered to MMLD a copy of the current Prospectus and SAI. The Trust agrees that it will use its best efforts to continue the effectiveness of the Trust’s Registration Statement under the 1933 Act. The Trust further agrees, at its expense, to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act. The Trust represents that: (i) the Registration Statement and all amendments thereto filed by the Trust with respect to the Shares have been prepared and filed in conformity with the 1933 Act and rules and regulations promulgated thereunder, (ii) the Registration Statement, when effective, will contain the statements required to be stated therein in conformity with the 1933 Act and rules and regulations promulgated thereunder, and (iii) all statements of fact made therein will be true and correct at the time of such effectiveness and the Registration Statement will not contain any untrue statement of a material fact or omit to state a fact necessary to prevent the Registration Statement from being materially misleading. (b) The Trust agrees to advise MMLD immediately in writing: (i) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or Prospectus or the initiation of any proceeding for that purpose; (ii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or Prospectus or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; and (iii) of all actions of the SEC with respect to any amendments to the Registration Statement or Prospectus which may from time to time be filed with the SEC.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (MassMutual Advantage Funds), Principal Underwriter Agreement (MassMutual Advantage Funds)

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1933 Act Registration. (a) The Trust Fund has delivered to MMLD TCG a copy of the current Prospectus and SAI. The Trust Fund agrees that it will use its best efforts to continue for three years the effectiveness of the TrustFund’s Registration Statement under the 1933 Act and to file additional registration statements to maintain an effective Registration Statement under the 1933 Act. The Trust Fund further agrees, at its expense, to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act. The Trust Fund represents that: (i) the Registration Statement and all amendments thereto filed by the Trust Fund with respect to the Shares have been prepared and filed in conformity with the 1933 Act and rules and regulations promulgated thereunder, (ii) the Registration Statement, when effective, will contain the statements required to be stated therein in conformity with the 1933 Act and rules and regulations promulgated thereunder, and (iii) all statements of fact made therein will be true and correct at the time of such effectiveness and the Registration Statement will not contain any untrue statement of a material fact or omit to state a fact necessary to prevent the Registration Statement from being materially misleading. (b) The Trust Fund agrees to advise MMLD TCG immediately in writing: (i) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or Prospectus or the initiation of any proceeding for that purpose; (ii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or Prospectus or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; and (iii) of all actions of the SEC with respect to any amendments to the Registration Statement or Prospectus which may from time to time be filed with the SEC.

Appears in 1 contract

Samples: Principal Underwriter Agreement (Carlyle AlpInvest Private Markets Fund)

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