Compliance with SEC Reporting Requirements Sample Clauses

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or shall cause Chartwell, as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s information and documentation relating to the Property, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met. Seller shall also authorize, and shall cause Chartwell to authorize, as applicable, any attorneys who have represented Seller or Chartwell, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s expense, to inquiries from Buyer’s representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwell, as applicable, to provide to Buyer’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.
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Compliance with SEC Reporting Requirements. Seller shall make all books and records applicable to the Property available for Buyer’s review. To the knowledge, information and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance of the Hotel, fairly represent, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some of the properties which comprise the Hotel and the Other 3 Properties are of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at 0000 Xxxxxxx Xxxxxx, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this Agreement, Seller shall, (at Buyer’s sole expense) provide Buyer access to all financial statements and to such factual information as may be reasonably requested by Buyer, or its accountants, and in the possession or control of Seller, or its accountants and which is (a) necessary to enable Buyer to file its or their Forms 8-K, 10-Q or 10-K, if and when such filings may be required by the Securities and Exchange Commission (“SEC”) and, (b) necessary, or, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements with the SEC or to prepare private placement memorandums for investors. Buyer hereby releases and agrees to indemnify, defend and hold Seller, its affiliates, agents, employees, and partners, harmless from and against any claims, liability, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Seller’s cooperation hereunder or any information provided by Seller pursuant hereto; provided, however, that this indemnity shall not apply to the extent such liability is caused by the gross negligence or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(l) shall survive the termination of this Agreement for any reason, and such surviving obligations shall be part of Buyer’s Continuing Obligations.
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Compliance with SEC Reporting Requirements. Company shall comply with the periodic and current reporting requirements set out in Rule 257 of Regulation A under the Securities Act.
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Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, each Seller shall from time to time, upon reasonable advance written notice from Buyer, and at Buyer's sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s written information and documentation relating to the Property, provided the same shall then be in Seller's (or a representative or affiliate of Seller's) possession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of Buyer, to enable Buyer and Buyer's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of
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Compliance with SEC Reporting Requirements. E-P acknowledges that the acquisition of the Warrant will result in it becoming the beneficial holder of more than 10% of the outstanding common stock of ISONICS. E-P further acknowledges its understanding that the common stock of ISONICS is registered under the Securities Exchange Act of 1934, as amended. E-P hereby covenants and agrees that it will comply with the reporting requirements of Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934 (and the rules thereunder) to the extent such requirements are applicable to E-P and its Affiliates.
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Compliance with SEC Reporting Requirements. 38 6.5 Operation of Properties and Partnerships Prior to Closing...................................... 38 6.6 Exclusivity.................................................................................... 41 6.7 Restructuring.................................................................................. 42 TABLE OF CONTENTS (continued)
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Related to Compliance with SEC Reporting Requirements

  • Compliance with Reporting Requirements The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

  • COMPLIANCE WITH SEC RULES If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

  • Compliance with Act Requirements (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances in which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

  • Compliance with Timing Requirements of Regulations In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be:

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Compliance with Record Keeping Requirements Participating Dealer agrees to comply with the record keeping requirements of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Participating Dealer further agrees to keep such records with respect to each customer who purchases Primary Shares, his suitability and the amount of Primary Shares sold, and to retain such records for such period of time as may be required by the Commission, any state securities commission, FINRA or the Company.

  • Compliance with Securities Act Requirements (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

  • Compliance with Rule 15c2-8 In the case of a Registered Offering and any other Offering to which the provisions of Rule 15c2-8 under the 1934 Act are made applicable pursuant to the AAU or otherwise, you will comply with such Rule in connection with the Offering. In the case of an Offering other than a Registered Offering, you will comply with applicable Federal and state laws and the applicable rules and regulations of any regulatory body promulgated thereunder governing the use and distribution of offering circulars by underwriters.

  • Compliance with Requirements Any investment program furnished, and any activities performed, by the Manager or by a Sub-Adviser under this Section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its Registration Statement under the Act or as amended by the shareholders of the Fund.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

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