Securities Act Updating Disclosure Clause Samples

The Securities Act Updating Disclosure clause requires parties to provide updated information or disclosures as mandated by the Securities Act of 1933. In practice, this means that if any material changes or new information arise that could affect the accuracy of previously provided disclosures, the responsible party must promptly update the relevant documents or statements. This clause ensures ongoing compliance with securities regulations and helps maintain transparency for investors, thereby reducing the risk of misinformation or regulatory violations.
Securities Act Updating Disclosure. If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor
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Securities Act Updating Disclosure. If any material pool characteristic differs by 5% or Depositor more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. -------------- --------------- ---------------------------------------------------------- --------------------------- If there are any new servicers or originators required Depositor to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. -------------- --------------- ---------------------------------------------------------- --------------------------- 7.01 REGULATION FD DISCLOSURE Depositor -------------- --------------- ---------------------------------------------------------- --------------------------- 8.01
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Securities Act Updating Disclosure. If Any Material Pool Characteristic Differs By 5% Or More At The Time Of Issuance Of The Securities From The Description In The Final Prospectus, Provide Updated Reg Ab Disclosure About The Actual Asset Pool. X If There Are Any New Servicers Or Originators Required To Be Disclosed Under Regulation Ab As A Result Of The Foregoing, Provide The Information Called For In Items 1108 And 1110 Respectively. X 7.01 Regulation Fd Disclosure X X X X X
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Securities Act Updating Disclosure. If any material pool X characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ If there are any new servicers X or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ 7.01 REGULATION FD DISCLOSURE X X X X ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ 8.01 OTHER EVENTS ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ Any event, with respect to X which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. ----------- --------- --------------------------------- ---------------------------------------------------------------------------
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Securities Act Updating Disclosure. If any material X pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- If there are any X new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- 7.01 REGULATION FD X DISCLOSURE --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- 8.01 OTHER EVENTS --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- Any event, with X respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders. --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- 9.01 FINANCIAL The Responsible Party applicable to reportable event. STATEMENTS AND EXHIBITS --------- ------ ------------------ ---------------------------------------------------------------------------------- 10-K Must be filed within 90 days of the fiscal year end for the registrant. --------- -------------------------------------------------------------- ----------- --------- ------------- --------- 9B OTHER INFORMATION --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- Disclose any The Responsible Party for the applicable Form 80K as indicated above. information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported --------- ------ ------------------ ---------------------------------------------------------------------------------- 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- ITEM 1112(B) - X SIGNIFICANT OBLIGOR FINANCIAL INFORMATION --------- ------ ------------------ ---------- --------- --------------- ----------- --------- ------------- --------- ITEM 1114(B)(2) - CREDIT ENHANCEMENT PROVIDER FINANCIAL INFORMATION --------- ------ ------...
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Securities Act Updating Disclosure. If any material pool X characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ If there are any new servicers X or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. ----------- --------- --------------------------------- -------------- --------------- --------------- --------------- ------------ N-10
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Related to Securities Act Updating Disclosure

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Securities Law Disclosure; Publicity (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • Securities Act, etc In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.