COMPLIANCE WITH REGULATION. AB (See Article XII of the Standard Terms)
COMPLIANCE WITH REGULATION. The Parties shall seek, under their sole responsibility, to comply with the laws and regulations set by the competent authorities. The Parties shall comply with and, most particularly ensure compliance by their personnel with, laws and regulations, particularly in health and social matters, safety and hygiene, tracking, advertising and competition. Each Party undertakes to communicate immediately, upon mere request from the other Party, any document allowing it to justify, at any time, that its activities are indeed in compliance. Each Party undertakes to hold harmless and guarantee the other Party in the event that the latter is subject to legal action for breach by the former of its legal obligations.
COMPLIANCE WITH REGULATION. In addition to complying with the terms expressly set out in this Agreement, the Applicant must comply with the Regulation, including any applicable amendments.
COMPLIANCE WITH REGULATION. The TPO and the Auditor shall comply with the regulations of U.S. Department of Transportation relative to nondiscrimination in federally assisted programs of the U.S. Department of Transportation, which are herein incorporated by reference and made a part of this Agreement.
COMPLIANCE WITH REGULATION. The foregoing provisions are intended to comply with Treas. Regs. Sections 1.704-1(b), 1.704-2 and 1.752-l through 1.752-5, and shall be interpreted and applied in a manner consistent with such Regulations. In the event it is determined by the Managers that it is prudent or advisable to amend this Agreement in order to comply with such regulations, the Managers are empowered to amend or modify Sections 12.4 through 12.11 of this Agreement notwithstanding any other provision of this Agreement.
COMPLIANCE WITH REGULATION. The Company is a "reporting issuer" (as defined in Regulation S). The Company, its affiliates and any person acting on behalf of, or as agent of, any of the foregoing, whether as principal or agent, (a) has offered and sold the Shares only in an "offshore transaction" (as defined in Regulation S), (b) has not engaged with respect to the Shares in any "directed selling efforts" (as defined in Regulation S) in respect of the Shares, (d) has not made any offers or sales of any of the Shares or any interest therein in the United States or to, or for the account of, any "U.S. person" (as defined in Regulation S), and (e) has not made any sales of any of the Shares or any interest therein to any person other than the Purchasers; provided, however, that insofar as this representation and warranty involves any broker-dealer participating in the offering, any affiliate of such broker- dealer or any officer, director, employee or agent of such broker- dealer, to the extent such broker-dealer or other person is acting as placement agent for the offering of the Shares, such representation and warranty is made by the Company solely on the basis of and in reliance upon the representations and warranties of such broker-dealer or other person.
COMPLIANCE WITH REGULATION. Each Party (“Responsible Party”) retains responsibility for compliance with the regulatory regime in which it operates (including compliance with Applicable Privacy Law). In this respect, and except as expressly set out in clause 12.4 the other Party is not liable for any losses incurred by, regulatory fines or penalties imposed on or third party claims made against the Responsible Party; and (ii) the Responsible Party is not liable for any losses incurred by, regulatory fines or penalties imposed on or third party claims made against the other Party.
COMPLIANCE WITH REGULATION. AB
Subsection 13.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any master servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser and any master servicer to deliver to the Purchaser (including any of its assignees or designees), any master servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser, the master servicer or any Depositor to permit the Purchaser, such master servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (inc...
COMPLIANCE WITH REGULATION. AB Section 12.
COMPLIANCE WITH REGULATION. D(a) . The Company is aware that the Parent Class A Common Stock to be issued pursuant to the transactions contemplated by this Agreement shall constitute “restricted securities” within the meaning of the Securities Act. At no time was any Company Stockholder solicited by the Company or any of its Subsidiaries by means of general advertising or general solicitation in violation of Regulation D under the Securities Act in connection with this Agreement or the transactions contemplated by this Agreement; provided that the Company does not make any representation or warranty as to whether the solicitation of the Company Stockholder Approval in accordance with Section 5.1 or its compliance with the terms of this Agreement constitutes general advertising or general solicitation.
