Provision of Disclosure Materials Sample Clauses

Provision of Disclosure Materials. If the Remarketing Agent determines that it is necessary or desirable to use a disclosure statement (a “Disclosure Statement”) in connection with any remarketing of Bonds, the Remarketing Agent will so notify the Borrower. The Borrower agrees to provide for the use of the Remarketing Agent in connection with remarketing of the Bonds a Disclosure Statement reasonably satisfactory to the Remarketing Agent. The Borrower agrees to supply to the Remarketing Agent such number of copies of the Disclosure Statement and documents related thereto as are reasonably requested from time to time by the Remarketing Agent and further agrees to amend the Disclosure Statement (and/or any documents incorporated by reference therein) so that at all times the Disclosure Statement and documents related thereto will not contain any untrue statement of a material fact relating to the Borrower or the Project or omit to state a material fact relating to the Borrower or the Project necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Borrower agrees to promptly advise the Remarketing Agent of any information concerning any event with respect to the Borrower which may be required to be included in a Disclosure Statement or an amendment or supplement thereto. In addition, the Borrower agrees to take all steps, at their own expense, reasonably requested by the Remarketing Agent to (a) either (i) register the Bonds for sale under the applicable federal or state securities laws or to qualify the Indenture under the Trust Indenture Act of 1939, as amended, if required, or (ii) cause the Bonds required to be so registered to cease to be outstanding within the meaning of the Indenture and to cause the Indenture required to be so qualified to be discharged in accordance with its terms, or (b) enable the Remarketing Agent to establish a “due diligence” defense to any action commenced against the Remarketing Agent in respect of a Disclosure Statement.
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Provision of Disclosure Materials. If the Remarketing Agent determines that it is necessary or desirable to use an amended or supplemented Placement Memorandum in connection with any remarketing of Bonds, the Remarketing Agent will so notify the Company and the Company agrees that it shall provide an amended or supplemented Placement Memorandum satisfactory to the Remarketing Agent for use in connection with the marketing of the Bonds. The Company agrees to supply to the Remarketing Agent such number of copies of any Placement Memorandum and documents related thereto as are reasonably requested from time to time by the Remarketing Agent and further agrees to, and will use it best efforts to cause the Issuer and the Bank to amend or supplement such Placement Memorandum (and/or any documents incorporated by reference therein), in connection with any future remarketing, so that at all times the Placement Memorandum and documents related thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Issuer has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Placement Memorandum or any supplements thereto, or in any reports, financial information, offering or disclosure documents or other information in any way relating to the Project, the Company, the Bank or the Original Purchaser.
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Provision of Disclosure Materials. In connection with the Remarketing Agent's placement efforts with respect to the initial placement of the Notes, the Issuer agrees to provide for the use of the Remarketing Agent a Limited Offering Memorandum (the "Limited Offering Memorandum") satisfactory to the Remarketing Agent. In addition, if the Remarketing Agent determines that it is necessary or desirable to use an amended or supplemented Limited Offering Memorandum in connection with any remarketing of Notes, the Remarketing Agent will so notify the Issuer and the Issuer agrees that the Issuer shall provide an amended or supplemented Limited Offering Memorandum reasonably satisfactory to the Remarketing Agent for use in connection with the marketing of the Notes. The Issuer agrees to supply to the Remarketing Agent such number of copies of any Limited Offering Memorandum and documents related thereto as are reasonably requested from time to time by the Remarketing Agent and further agrees to amend or supplement such Limited Offering Memorandum (and/or any documents incorporated by reference therein), in connection with any future remarketing, so that at all times the Limited Offering Memorandum and documents related thereto are reasonable satisfactory to the Remarketing Agent.
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Related to Provision of Disclosure Materials

  • Disclosure Materials The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and the Seller has complied with, all applicable law with respect to the making of the Mortgage Loans. The Seller shall maintain such statement in the Mortgage File;

  • SEC Reports; Disclosure Materials The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”, and the SEC Reports, together with the Disclosure Schedules, being collectively referred to as the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Conversion Shares for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports.

  • Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

  • Completeness of Disclosure No representation or warranty by Pubco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Priveco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

  • Accuracy of Disclosure The Company represents and warrants to each Holder and agrees for the benefit of each Holder that (i) the Preference Registration Statements and any amendment thereto will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; and (ii) each of the Prospectuses furnished to such Holder for delivery in connection with the exercise of Preference Warrants or in connection with the sale of Preference Warrant Shares, as the case may be, and the documents incorporated by reference therein will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall have no liability under clause (i) or (ii) of this Section 2.1(c) with respect to any such untrue statement or omission made in a Preference Registration Statement in reliance upon and in conformity with information furnished to the Company by or on behalf of the Holders specifically for inclusion therein.

  • Certification of Accuracy of Disclosure Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and each time that (i) the Registration Statement or Prospectus shall be amended or supplemented, other than by means of Incorporated Documents, (ii) the Company files its Annual Report on Form 10-K under the Exchange Act, (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act, (iv) the Company files a Current Report on Form 8-K containing amended financial information (other than information that is furnished and not filed), if the Manager reasonably determines that the information in such Form 8-K is material, or (v) the Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement (such commencement or recommencement date and each such date referred to in (i), (ii), (iii), (iv) and (v) above, a “Representation Date”), unless waived by the Manager, the Company shall furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered on the Representation Date, in form reasonably satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6 of this Agreement which were last furnished to the Manager are true and correct at the Representation Date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of delivery of such certificate.

  • Prospectuses, Statements of Additional Information, and Proxy Statements; Voting 3.1 The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund's expense) and other assistance as is reasonably necessary in order for the Company (at the Company's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense).

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • SEC Filings; Financial Statements; Information Provided (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

  • Assistance with Post-Closing SEC Reports and Inquiries Upon the reasonable request of the Company, after the Closing Date, the Acquiror Company Principal Shareholder shall use his reasonable best efforts to provide such information available to him, including information, filings, reports, financial statements or other circumstances of the Acquiror Company occurring, reported or filed prior to the Closing, as may be necessary or required by the Acquiror Company for the preparation of the post-Closing Date reports that the Acquiror Company is required to file with the Commission to remain in compliance and current with its reporting requirements under the Exchange Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any Commission comments relating thereto or any Commission inquiry thereof.

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