Disclosure of Certain Regulatory Matters Sample Clauses

Disclosure of Certain Regulatory Matters. At the request of the Investment Adviser (which request shall be made by the Investment Adviser not more than once annually), and provided that disclosure by BNY Mellon is not prohibited by applicable law, rule or agreement between BNY Mellon and a governmental authority with jurisdiction over BXX Xxxxxx, XXX Xxxxxx will make available to the Investment Adviser publicly available information which BNY Mellon makes available to its clients generally regarding a criminal or regulatory investigation of BNY Mellon with respect to a violation by BNY Mellon of Securities Laws, the U.S. Bank Secrecy Act, the Patriot Act, or a failure of BNY Mellon to have sufficient policies or procedures relating to compliance with applicable law (collectively, “Regulatory Matters”). In addition, provided that disclosure by BNY Mellon is not prohibited by applicable law, rule or agreement between BNY Mellon and a governmental authority with jurisdiction over BXX Xxxxxx, XXX Xxxxxx will make available to the Investment Adviser publicly available information regarding a Regulatory Matter which would reasonably be expected to have a material adverse impact on BNY Mellon’s performance of services to the Investment Adviser or the Funds under this Agreement as promptly as reasonably practicable under the circumstances. In each case, the Investment Adviser acknowledges and agrees that BNY Mellon’s failure to make any such information available to the Investment Adviser shall not be deemed to be a breach of this Agreement.
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Disclosure of Certain Regulatory Matters. At the request of the Funds, and provided that disclosure by BNY Mellon is not prohibited by applicable law, rule or agreement between BNY Mellon and any governmental authority BNY Mellon will make available to the Funds such publicly filed information regarding a criminal or regulatory investigation of BNY Mellon as it makes available to its clients generally. In each case, the Funds acknowledge and agree that BNY Mellon’s failure to make any such information available to the Funds shall not be deemed to be a breach of this Agreement.
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Related to Disclosure of Certain Regulatory Matters

  • Notification of Certain Matters At any time after the date hereof, each of Parent and the Company shall give prompt notice to the other (and will subsequently keep the other informed on a reasonably current basis of any material developments related to such notice) (a) if: (i) with respect to the Company, any fact, event or circumstance occurs or exists that has had or would reasonably be expected to result in a Material Adverse Effect, (ii) with respect to Parent or Purchaser, any fact, event or circumstance occurs or exists that has had or would reasonably be expected to result in a Parent Material Adverse Effect or (iii) any fact, event or circumstance occurs or exists that is reasonably likely to result in any of the conditions set forth in ARTICLE VII or Annex I not being able to be satisfied prior to the Outside Date or is reasonably likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (b) upon receipt of any written notice to the receiving Party from any third party alleging that the consent or approval of such third party is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent could (in the good faith determination of such Party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement and (c) upon receipt of any material notice or other material communication from any Governmental Entity, Nasdaq or The New York Stock Exchange (or any other securities market) in connection with the transactions contemplated by this Agreement. No notice given by any Party pursuant to this Section 6.16 shall (x) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement or (y) be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. The failure to comply with this Section 6.16 will not constitute the failure of any condition set forth in ARTICLE VII or Annex I to be satisfied unless the underlying event would independently result in the failure of such a condition to be so satisfied.

  • Absence of Certain Developments Except as set forth on Schedule 2.1(dd), since December 31, 2008, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • PROVISION OF CERTAIN INFORMATION BY ADVISER The Adviser will promptly notify the Trust in writing of the occurrence of any of the following: a. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; b. the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and c. the chief executive officer or managing member of the Adviser or the portfolio manager of any Fund changes.

  • Absence of Certain Relationships No relationship, direct or indirect, exists between or among the Company or its subsidiaries, on the one hand, and the directors, officers or stockholders of the Company, on the other hand, which is required to be described in the Registration Statement or the Prospectus which is not so described. The Company has not, directly or indirectly, including through any subsidiary, extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any executive officer of the Company or the Operating Partnership, or to or for any family member or affiliate of any director or executive officer of the Company or the Operating Partnership.

  • Notification of Certain Commission Actions After the date of this Agreement, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus, or (E) of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

  • PROVISION OF CERTAIN INFORMATION BY SUBADVISER The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events: a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.