Computational Materials and ABS Term Sheets Clause Samples
The 'Computational Materials and ABS Term Sheets' clause defines the requirements and procedures for documenting and sharing computational materials and term sheets related to asset-backed securities (ABS) transactions. This clause typically outlines what constitutes computational materials—such as models, spreadsheets, or analyses used in structuring or marketing the ABS—and specifies how and when these materials must be provided to relevant parties, like investors or regulators. By establishing clear guidelines for the disclosure and distribution of these materials, the clause ensures transparency in the ABS transaction process and helps prevent misunderstandings or disputes regarding the underlying assumptions and calculations.
Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ▇▇▇▇▇▇ Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company.
Computational Materials and ABS Term Sheets. (a) The parties acknowledge that, subsequent to the date on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Certificates is first made available to the Underwriters, the Underwriters may furnish to various potential investors in such Series of Certificates, in writing: (i) "Computational Materials", as defined in a no-action letter (the "▇▇▇▇▇▇ No-Action Letter") issued by the staff of the Commission on May 20, 1994 to ▇▇▇▇▇▇, Peabody Acceptance Corporation I, et al., as modified by a no-action letter (the "First PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter", and together with the ▇▇▇▇▇▇ No-Action Letter and the First PSA No-Action Letter, the "No-Action Letters") issued by the staff of the Commission on February 17, 1995 to the PSA; (ii) "Structural Term Sheets" as defined in the Second PSA No-Action Letter; and/or (iii) "Collateral Term Sheets" as defined in the Second PSA No-Action Letter.
Computational Materials and ABS Term Sheets. (a) Each Underwriter, severally, represents and warrants to the Company and Advanta that it has not and will not use any information that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994), with respect to the offering of the Offered Securities.
(b) Each Underwriter, severally, represents and warrants to the Company and Advanta that it has not and will not use any information that constitutes "ABS Term Sheets," as defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public Securities Association, with respect to the offering of the Offered Securities.
Computational Materials and ABS Term Sheets. (a) Goldman Sachs acknowledges ▇▇▇▇, subsequent to the date on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Certificates is first made available to Goldman Sachs, Goldman Sac▇▇ ▇▇▇ f▇▇▇▇▇h ▇▇ ▇▇▇▇o▇▇ ▇▇tential investors in such Series of Certificates, in writing: (i) "Computational Materials", as defined in a no-action letter (the "Kidder No-Action ▇▇▇▇▇▇") issued by the staff of the Commission on May 20, 1994 to Kidder, Peabody Acceptance ▇▇▇▇▇ra▇▇▇▇ ▇, et al., as modified by a no-action letter (the "First PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter", and together with the Kidder No-Action Letter and the First PSA No-Action Letter, the "No-Action Letters") issued by the staff of the Commission on February 17, 1995 to the PSA; (ii) "Structural Term Sheets" as defined in the Second PSA No-Action Letter; and/or (iii) "Collateral Term Sheets" as defined in the Second PSA No-Action Letter. AAFS covenants and agrees that it will not prepare any Computational Materials, Structural Term Sheets or Collateral Term Sheets in connection with the offering of Certificates pursuant to this Underwriting Agreement except as provided for in the Terms Agreement which relates to an offering of Certificates.
Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on the date hereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to K▇▇▇▇▇, P▇▇▇▇▇▇ Acceptance Corporation I, K▇▇▇▇▇, Peabody & Co. Incorporated, and K▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "K▇▇▇▇▇ Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the K▇▇▇▇▇ Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below. Each delivery of Computational Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company.
Computational Materials and ABS Term Sheets. Not later than 10:30 a.m. New York City time, on the business day before the date on which the applicable Current Report relating to the Certificates is required to be filed by the Company with the Commission pursuant to Section V(L) hereof, each Underwriter shall deliver to the Company five complete copies of all materials, if any, provided by such Underwriter to prospective investors in such Certificates which constitute Computational Materials or ABS Term Sheets. Each delivery of Computational Materials or ABS Term Sheets to the Company pursuant to this paragraph (D) shall be effected by delivering four copies of such material to counsel for the Company on behalf of the Company and one copy of such materials to the Company.
Computational Materials and ABS Term Sheets. (a) Not later than 3:00 p.m., New York City time, on the date hereof, the Underwriters shall deliver to the Company and its counsel, as provided below, a complete copy of all materials provided by the Underwriters to
Computational Materials and ABS Term Sheets. (a) The parties acknowledge that, subsequent to the date on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Securities is first made available to the Underwriters, the Underwriters may furnish to various potential investors in such Series of Securities, in writing: (i) “
Computational Materials and ABS Term Sheets. [Describe arrangement regarding Computational Materials and ABS Term Sheets]
Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on the date hereof, each Underwriter shall deliver to the Company and its counsel, as provided below, a complete copy of all materials prepared, or caused to be prepared, and provided by such Underwriter to prospective investors in the Registered Certificates, which materials constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "1994 ▇▇▇▇▇▇/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "1995 PSA Letter" and, together with the 1994 ▇▇▇▇▇▇/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the