Corporate Transparency Act Clause Samples

Corporate Transparency Act. It is not the duty of the Indenture Trustee, the Master Collateral Agent, the Securities Intermediary, the Authenticating Agent, the Note Registrar or the Note Paying Agent to cause the Trust to make such filings, as applicable, or to cause the Trust to comply with its obligations under the Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (31 C.F.R. § 1010.380), if any, and none of the Indenture Trustee, the Master Collateral Agent, the Securities Intermediary, the Authenticating Agent, the Note Registrar or the Note Paying Agent shall have any duty to monitor the Trust’s (or any agent on behalf of the Trust) compliance therewith.

Corporate Transparency Act. The Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA”) may require the Trust to file certain reports with FinCEN after the date of this Agreement. It shall be the Administrator’s and not the Owner Trustee’s duty to cause the Trust to make such filings and to cause the Trust to comply with its obligations under the CTA, if any. The parties hereto agree that for purposes of the CTA, the Certificateholder(s) are and shall be deemed to be the sole direct owners of the Trust, and one or more Controlling Parties of the Administrator are and shall be deemed to be the parties with the power and authority to exercise substantial control over the Trust.

Corporate Transparency Act. Each Partner shall promptly, but within not more than five (5) days: (a) Provide to the General Partners any information that the General Partners deem necessary or advisable to obtain from such Partner in order for the Partnership to comply with the CTA, including: (i) Such Partner’s, or with respect to a Partner that is an Entity, each of such Entity’s Indirect Owners’, true and correct CTA Information or the true and correct FinCEN Identifier assigned to them by ▇▇▇▇▇▇; and (ii) Such information or documents as may be necessary in order for the Partnership to determine whether such Partner or any of such Partner’s Indirect Owners or controllers are Beneficial Owners of the Partnership (collectively, “Beneficial Ownership Information”). (b) Notify the General Partners of any change or inaccuracy in or to any of such Partner’s, or in the case of a Partner that is an Entity, any of such Entity’s Indirect Owners’, CTA Information most recently provided to the Partnership, including: (i) A change in such Partner’s or Indirect Owner’s legal name, date of birth or residential street address; (ii) A change in the name, date of birth, address or unique identifying number on such Partner’s or Indirect Owner’s Acceptable Identification Document; or (iii) In the case of a Partner that is an Entity, as may result from a change in the direct or indirect ownership or control of such Entity. (c) Notify the General Partners of any amendment, modification, supplement or other change in or to any Beneficial Ownership Information previously provided by such Partner to the Partnership.

Corporate Transparency Act. (a) The Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations, as amended (the “CTA”), may require the Company to file reports with the Financial Crimes Enforcement Network from time to time. The Company is hereby authorized to take such actions as may be reasonably necessary to (and is hereby authorized to engage or designate one or more agents or independent contractors of the Company to) prepare and make any such filings, and to otherwise comply with the Company’s obligations under the CTA, if any. (b) Each Member agrees to (i) from time to time upon the request of the Company, provide the Company with any information, which may include a certification if requested by the Company, reasonably necessary for the Company to confirm the Member’s compliance with its reporting and disclosure requirements under the CTA to enable the Company (or any Subsidiary) to comply with its reporting and disclosure requirements under the CTA; and (ii) to promptly inform the Company of any changes to any information previously provided to the Company under this Section 14.16 (including any changes regarding such Member’s beneficial owners (as defined in the CTA) but in any event within ten (10) Business Days of such change. Each Member may satisfy the requirements in the previous sentence with respect to natural persons by providing a “FinCEN identifier” (as defined in the CTA) to the Company in lieu of other required information to the extent permitted by the CTA and authorized by FinCEN. Each Member authorizes the disclosure by the Company of such information to the extent necessary to comply with the CTA. (c) The Members hereby designate Administrative Member to be responsible for the timely submission of all reports, filings and other information required to be disclosed to FinCEN with respect to the Company and any Subsidiary when due under the CTA; provided, that (i) at least five (5) Business Days prior to any such submission, Administrative Member shall provide such reports, filings or other information to be disclosed to FinCEN (including with respect to any modifications thereto) to the other Member and shall in good faith consult with such Member, (ii) Administrative Member shall promptly furnish to the other Member a copy of each material written notice or other communication received from FinCEN with respect to the Company and/or any Subsidiary to the extent not prohibited by applicable law, and (iii) Administrative Member shall consult...

Corporate Transparency Act. The Administrator on behalf of the Trust and the Depositor shall be authorized to take such actions necessary to cause the Trust to prepare and make any filings and to otherwise comply with the Trust’s obligations under the Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA”), if any. None of the Owner Trustee, the Indenture Trustee, the Certificate Paying Agent or the Certificate Registrar shall have responsibility to monitor or ensure compliance by the Trust with the CTA. IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. BNY MELLON TRUST OF DELAWARE, as Owner Trustee By: Name: Title: By: Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President Acknowledged and Agreed: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Certificate Registrar and Certificate Paying Agent By: Name: Title: NUMBER Principal Amount of this Certificate: $[___________] R-______ Aggregate Amount of all Certificates: $100,000 (which shall be deemed to be the equivalent of 100,000 units) [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS CERTIFICATE IS NOT NEGOTIABLE. THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACC...

Corporate Transparency Act. The Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA”) may require the Issuer to file certain reports with the Financial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury, after the date of this Agreement. It shall be the Administrator’s duty and not the Owner Trustee’s duty to cause the Issuer to make such filings and to cause the Issuer to comply with its obligations under the CTA, if any. The parties hereto agree that for purposes of the CTA, the Certificateholders are and shall be deemed to be the sole direct owners of the Issuer, and acknowledge that the Owner Trustee acts solely as a directed trustee hereunder and that one or more Controlling Parties of the Administrator (and not of the Owner Trustee) are and shall deemed to be the parties with the power and authority to exercise substantial control over the Issuer.

Corporate Transparency Act. The Partners acknowledge that the Company is a “Reporting Company” as the term is defined under the Corporate Transparency Act (“CTA”) and will have obligations to report beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”) through filing of an initial report and subsequent amendments and updates unless the Company is able to find an exclusion under the CTA. As follows, the Partners and the General Partner will provide all necessary information to the Company for necessary compliance with the CTA, which includes, but is not limited to, full legal names, date of birth, addresses, and applicable government-issued identification documents. Further, if the Company is a Reporting Company, it will not issue a certificate in bearer form evidencing either a whole or fractional interest in the Company.

Corporate Transparency Act. 15.13.1 The Corporate Transparency Act (the “CTA”), as more fully described in the Corporate Transparency Act Addendum attached hereto as Exhibit “5” (“CTA Addendum”), mandates that the Company submit an initial Beneficial Ownership Information Report (BOIR), and corrected, updated, or newly exempt entity BOIRs (as applicable) to the Financial Crimes Enforcement Network (“FinCEN”). The BOIR shall include information regarding the Company, its Beneficial Owners, and its Company Applicants, as outlined in the CTA Addendum. For CTA compliance purposes, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named the Company Representative and shall be responsible for implementing the Company’s CTA Policy and Procedures as listed in Exhibit “5”. By executing this Operating Agreement, the Company Representative and all Members and Managers agree to the terms and conditions set forth in the CTA Addendum. 15.13.2 For each Beneficial Owner (as defined below) and each Company Applicant (as defined below) required to be reported, the CTA requires that the Company submit the individual’s legal name; birthdate; home address; and an identifying number from a driver’s license, passport, or other approved document for each individual, as well as an image of the document on which the number is located. Reporting companies may provide a FinCEN identifier for a Beneficial Owner or Company Applicant instead of the information listed above. Reporting companies must file an initial BOIR and updated or corrected BOIR reports as needed. (a) A Beneficial Owner is any individual who exercises substantial control over the Company, or who owns or controls at least 25% of the Company. If the individual falls into any of the categories below, the individual is exercising substantial control: (1) The individual is a senior officer (the Company’s president, chief financial officer, general counsel, chief executive office, chief operating officer, or any other officer who performs a similar function); (2) The individual has authority to appoint or remove certain officers or a majority of directors (or similar body) of the Company; (3) The individual is an important decision maker for the Company. Important decisions include decisions about the Company’s business, finances, and structure; (4) The individual has any other form of substantial control over the reporting company; (b) Reporting companies are required to identify all individuals who own or control at least 25 percent of the ownership interests of the company...

Corporate Transparency Act. WTNA is expressly entitled to assume for all purposes in respect of the Corporate Transparency Act (31 U.S.C § 5336) and its implementing regulations (collectively, the “CTA”), that the Class A-1 Trust is an Exempt Entity (as such term is used in the CTA) and is exempt from any filing or registration requirements with the FinCEN under the CTA. If it shall be determined that such assumption is incorrect and the CTA requires that a filing or registration be made with FinCEN, it shall be the obligation and duty of the Company, and not WTNA (in its individual capacity and as trustee under the Class A-1 Trust), to cause such required filing to be made on behalf of, and otherwise comply with the obligations of the Class A-1 Trust under the CTA, if any. The Company and WTNA (in its individual capacity and as trustee under the Class A-1 Trust) agree that for purposes of the CTA, the United Way Worldwide (an entity registered as a charitable association under the laws of the United States and Section 510(c)(3) of the Internal Revenue Code of the United States) is and shall be deemed to be the sole direct beneficial owner of the Class A-1 Trust, and acknowledge that WTNA as trustee under the Class A-1 Trust acts solely as a directed trustee at the direction of the Subordination Agent pursuant to the terms of the declaration of trust dated November 1, 2024 that caused the formation of the Class A-1 Trust and the Financing Agreements.