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 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 Members 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 Members and the Manager 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. Each Investor agrees to provide the Company with any such information solely as is reasonably necessary to enable the Company to comply with its reporting and disclosure requirements under the CTA. An Investor may satisfy the requirements in the previous sentence 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. The Company shall establish a confidential, private, and secure method of requesting, storing, and transmitting any information to be provided by such Investor (or on behalf of any of its Affiliates) consistent with the physical, technical, organizational and administrative security measures and policies the Company has in place to protect all of the Company’s confidential business information, trade secrets, and any information about identified or identifiable natural persons maintained, disclosed, or otherwise processed by or on behalf of the Company. Any information provided by an Investor pursuant to this Section 5.10 may be used by the Company only in connection with complying with its obligations under the CTA. The Company shall timely file any reports required by the CTA.

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. The Members acknowledge and agree that the LLC is subject to the Corporate Transparency Act, 31 U.S.C. §5336 (“CTA”) and its requirements pertaining to the disclosure of information regarding the “beneficial owners” (as defined in the CTA) of the LLC. The Members hereby agree to promptly, fully, and accurately provide the LLC with all necessary information and documentation required by the CTA for the purpose of identifying and disclosing the “beneficial owners” (as defined in the CTA) of the LLC. Upon the LLC’s request, the Members shall furnish any information, documents, or declarations necessary to ensure compliance with the CTA, including, without limitation, details regarding their ownership interests, identity, and any future changes to such information. In the event of any changes to the information provided by the Members that may affect the LLC’s compliance with the CTA, the Members shall promptly notify the LLC and provide updated information within five (5) days after each such change occurs.