Registration Compliance. All post-effective amendments to the Registration Statement filed prior to the Closing Date or the Option Closing Date, if any, as applicable, shall have become effective and any and all filings required by Rule 424 and Rule 430B of the Rules and Regulations shall have been made, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Underwriters and complied with to their reasonable satisfaction. All material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433 under the Securities Act, except for any issuer information contained in any Offering Participant Free Writing Prospectus. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Company, shall be contemplated by the Commission; and no injunction, restraining order, or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date or the Option Closing Date, if any, which would prevent the issuance of the Shares.
Registration Compliance. Borrower will maintain, or cause to be maintained, all necessary registrations, current filings, consents, franchises, approvals, and exemption certificates, and Borrower will make or pay, or cause to be made or paid, all registrations, declarations or fees with the Division and any other government or any agency or department thereof, whether in the state or another jurisdiction, required in connection with the Resorts and the occupancy, use and operation thereof, the incorporation of Units into the time-share plan established pursuant to the Declaration and the other Timeshare Documents, and the sale, advertising, marketing, and offering for sale of Intervals. All such registrations, filings and reports will be truthfully completed; and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to Agent. Borrower shall advise Agent of any changes with respect to its marketing or sales programs in any jurisdiction, including jurisdictions other than the state, and at Agent’s request from time to time, Borrower shall deliver to Agent: (A) written statements by the applicable state authorities, in form acceptable to Agent, stating that no registration is necessary for the sale of Intervals in the particular state, (B) an opinion of counsel in form acceptable to Agent and rendered by counsel acceptable to Agent, stating that no such registration is necessary, or (C) such other evidence of compliance with Applicable Laws as Agent may require; and
Registration Compliance. Borrower shall diligently pursue the obtaining of, and, after the obtainment thereof, shall maintain, or cause to be maintained, all necessary consents, franchises, approvals, and exemption certificates in connection with, and Borrower will make, or cause to be made, all registrations or declarations with any government or any agency or department thereof required in connection with, the occupancy, use and operation of each Resort (including each Additional Resort) and the marketing and sale of the Timeshare Interests (including all Pledged Intervals).
Registration Compliance. The Borrower will maintain, or cause to be maintained, all necessary registrations, current filings, consents, franchises, approvals, and exemption certificates, and the Borrower will make or pay, or cause to be made or paid, all registrations, declarations or fees with the Division and any other government or any agency or department thereof, whether in the state or another jurisdiction, required in connection with the Resort and the occupancy use and operation thereof, the incorporation of Units into the time-share plan established pursuant to the Declaration and the other Timeshare Documents, and the sale, advertising, marketing, and offering for sale of Intervals. All such registrations, filings and reports will be truthfully completed; and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to the Lender. Borrower shall advise Lender of any changes with respect to its marketing or sales programs in any jurisdiction, including jurisdictions other than the state, and at Lender's request from time to time, Borrower shall deliver to Lender (A) written statements by the applicable state authorities, in form acceptable to Lender, stating that no registration is necessary for the sale of Intervals in the particular state, (B) an opinion of counsel in form acceptable to Lender and rendered by counsel acceptable to Lender, stating that no such registration is necessary, or (C) such other evidence of compliance with applicable laws as Lender may require; and
Registration Compliance. The Debtor shall maintain, or cause to be maintained, all necessary consents, franchises, approvals, and exemption certificates, and the Debtor will make, or cause to be made, all registrations or declarations with any government or any agency or department thereof required in connection with the Units, the Buildings, and the Timeshare Intervals and the occupancy, use and operation of the Units and the Buildings, and the sale and offering for sale of Timeshare Intervals.
Registration Compliance. Until at least two (2) years after the effectiveness of the registration statement on Form SB-2 required pursuant to Section 11 hereof, the Company will comply with (i) its reporting and filing obligations under the Exchange Act, (ii) all reporting requirements that are applicable to an issuer with a class of stock registered pursuant to Regulation SB of the 1933 Act and (iii) all requirements related to any registration statement filed pursuant to this Agreement. The Company will not take any action or file any document (whether or not permitted by the 1933 Act or the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said Acts until the later of (y) two (2) years after the effective date of the registration statement on Form SB-2 required pursuant to Section 11 hereof or (z) the sale by the Subscriber of all the Securities issuable by the Company pursuant to this Agreement.
Registration Compliance. The Company shall at all times maintain or cause to be maintained all necessary registrations, current filings, consents, franchises, approvals and exemption certificates, and the Company will make or pay, or cause to be made or paid, all registrations, declarations or fees with any applicable regulatory authorities and any other governmental agencies or departments thereof, whether in a Resort State or any another jurisdiction, required in connection with the Resorts and the occupancy, use and operation thereof, the incorporation of Units into the timeshare plan established pursuant to each Applicable Underlying Declaration and the other Timeshare Documents and the sale, advertising, marketing, and offering for sale of Encumbered Timeshares. All such registrations, filings and reports will be truthfully completed, and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to SPV and TFC. The Company shall advise SPV and TFC of any changes with respect to its marketing or sales programs in any jurisdiction (including jurisdictions other than the Resort States), and at SPV's or TFC's request from time to time, the Company shall deliver to SPV or TFC, as applicable: (i) written statements by the applicable state authorities, in form acceptable to SPV or TFC, as applicable, stating that no registration is necessary for the sale of Timeshares in the particular state; (ii) an opinion of counsel in form acceptable to SPV or TFC, as applicable, and rendered by counsel acceptable to SPV or TFC, as applicable, stating that no such registration is necessary; and (iii) such other evidence of compliance with applicable laws as SPV or TFC, as applicable, may require; and
Registration Compliance. Borrower shall at all times maintain or cause to be maintained all necessary registrations, current filings, consents, franchises, approvals, and exemption certificates, and Borrower will make or pay, or cause to be made or paid, all registrations or fees with the applicable Government Authority and any other applicable regulatory authorities and any other governmental agencies or departments thereof, whether in Arizona or another jurisdiction, required in connection with the Mortgaged Property and the occupancy, use and operation thereof, the incorporation of Units into the timeshare plan established pursuant to the applicable Resort Documents and Club Documents, and the sale, advertising, marketing, and offering for sale of Timeshare Interests. All such registrations, filings and reports will be truthfully completed, and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to the Lender upon request.
Registration Compliance. GSRP shall maintain, or cause to be maintained, all necessary consents, franchises, approvals, and exemption certificates in connection with, and GSRP will make, or cause to be made, all registrations or declarations with any government or any agency or department thereof required in connection with, the occupancy, use and operation of each Project and the marketing and sale of the Quartershare Interests and/or the Commercial Units relating thereto.
Registration Compliance. Borrower will maintain, or cause to be maintained, all necessary registrations, current filings, consents, franchises, approvals, and exemption certificates, and Borrower will make or pay, or cause to be made or paid, all registrations, declarations or fees with the Division and any other Governmental Agency, whether in the state or another jurisdiction which may be required in connection with the Mortgaged Property and the occupancy, use and operation thereof, the incorporation of Units into the timeshare plan established pursuant to the Timeshare Declaration and the Project Documents, the Club Documents, and the sale, advertising, marketing, and offering for sale of Timeshare Interests. All such registrations, filings and reports will be truthfully completed; and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to Lender. Borrower shall advise Lender of any material changes with respect to their sales programs for the Project.
