Disclosure of the Transaction Sample Clauses

Disclosure of the Transaction. The Performance Guarantor, the Originator, the Seller and SPV each make the representations set forth in Schedule 4.1 (bb) applicable to it which are incorporated herein by reference.
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Disclosure of the Transaction. For administrative and cost reasons, the Obligors with respect to the Receivables will not be informed of the Transaction. We note that existing Obligors currently make payments to certain designated accounts of the Originators, or with respect to the Atlas Receivables, to Atlas. Other than with respect to the Atlas Receivables, Obligors will continue to make payments on the Receivables to the accounts designated by the Originator, but such accounts will be transferred to the Company and thus qualify as Lock-Box Accounts under the Loan Agreement. With respect to the Atlas Receivables, during the Atlas Transition Period, Obligors may make payments to the Atlas Lock-Box Account. Atlas will hold any amounts so received in trust for the benefit of the applicable Originator and shall within [one (1)] Business Day forward such amounts to a Lock-Box Account. All transfers from the Lock-Box Accounts to the other Transaction accounts shall be made by the Collection Agent at the direction of the Administrative Agent. On and after the Termination Date, the Company (and its assignees) may itself, or may request that such Originator (at such Originator’s expense), notify the respective Obligors of the Company’s ownership of and title to the Receivables and direct that payment of all amounts due or to become due under the Receivables be made directly to an account designated by the Administrative Agent. Appropriate UCC-1 financing statements will be properly filed in the appropriate filing offices as required by Section 9-103(3)(a) of the applicable UCC in order to perfect the contribution and conveyance of the Receivables to the Company on or before the Effective Date. All financial statements prepared by the Contributor will treat the Transaction as a conveyance of the Receivables, with the effect that the Receivables will not be disclosed as an asset on any such financial statements of the Contributor. Where consolidated financial statements of the Contributor and the Company are prepared, the conveyance of the Receivables will be indicated through a footnote to such financial statements which will state that as a result of the contribution of Receivables to the Company, creditors of the Contributor should not rely on such Receivables as a source of payment for obligations of the Contributor. The Contributor will disclose the effects of the Transaction in accordance with GAAP.
Sample 1
Disclosure of the Transaction. Upon the Closing, the Company shall promptly issue a press release reasonably acceptable to Agent disclosing all material terms of the transactions contemplated hereby. Within four (4) Business Days following the Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Company Agreements in the form required by the Exchange Act, and attaching the material Company Agreements (including, without limitation, this Agreement, the Registration Rights Agreement and the Stockholders Agreement) as exhibits to such filing (the “8-K Filing”). Subject to the foregoing, neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and (b) as is required by applicable law and regulations, including the applicable rules and regulations of NASDAQ (provided that in the case of clause (a), Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).
Sample 1
Disclosure of the Transaction on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, CNR shall issue a press release and file a Report on a Form 6-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, the form of the Convertible Bonds, the form of the Warrant Instrument and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “6-K Filing”). For the purpose of this Agreement, “Business Day” means a day on which banks are open for business in Hong Kong, British Virgin Islands and New York City (excluding Saturdays, Sundays and public holidays).
Sample 1
Disclosure of the Transaction. The Company shall not make any public announcement relating to this Agreement or the transactions contemplated hereby, other than filing an Item 1.01 Form 8- K on the SEC’s XXXXX system. The Company shall not file such Item 1.01 Form 8-K on the SEC’s XXXXX system without first providing the Item 1.01 Form 8-K to Parent for its review and comment and without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed). The Company shall provide Parent with the Item 1.01 Form 8-K for Parent’s review no later than the third Business Day following the Agreement Date and Parent shall provide its written consent to the filing of the Item 1.01 Form 8-K no later than the fourth Business Day following the Agreement Date.
Sample 1
Disclosure of the Transaction on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Issuer shall issue a press release and file a Report on a Form 6-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Bonds, the form of Warrant Instrument and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments, the “6-K Filing”). For the purpose of this Agreement, “Business Day” means a day on which banks are open for business in Hong Kong, British Virgin Islands and New York City (excluding Saturdays, Sundays and public holidays);
Sample 1
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Disclosure of the Transaction. The financial statements of the Originators and the SPV Purchaser will disclose the effects of the transactions under this Agreement and the Receivables Purchase Agreement in accordance with GAAP.
Sample 1
Disclosure of the Transaction. The Performance Guarantor makes the representations and agrees to the covenants set forth in Schedule 6.1(g) which are incorporated herein by reference.
Sample 1

Related to Disclosure of the Transaction

  • Disclosure of this Agreement The Employee hereby authorizes the Company to notify others, including but not limited to customers of the Company and any of the Employee’s future employers or prospective business associates, of the terms and existence of this Agreement and the Employee’s continuing obligations to the Company hereunder.

  • Disclosure of Interested Parties By signature hereon, Contractor certifies that, if the value of this agreement exceeds $1 Million, it has complied with Section 2252.908 of the Texas Government Code and Part 1 Texas Administrative Code Sections 46.1 through 46.3 as implemented by the Texas Ethics Commission (TEC), if applicable, and has provided the Owner with a fully executed TEC Form 1295, certified by the TEC and signed and notarized by the Contractor.

  • Disclosure of Interests When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4.

  • Disclosure of Transaction The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the Exchange Documents, to the extent they are required to be filed under the 1934 Act, that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by the Exchange Documents or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.

  • Disclosure of Transactions All financial statements of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders and (iii) the assets of the Borrower are not available to pay creditors of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof.

  • DISCLOSURE OF INTEREST Interest of the Firm in the Procuring Entity.

  • Disclosure of Legal Matters There are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations that have not been so described or filed.

  • Disclosure of Litigation A. The Performing Agency must disclose in writing to the contract manager assigned to this Contract any material civil or criminal litigation or indictment either threatened or pending involving the Performing Agency. “

  • Disclosure of Sales The Company will disclose in its quarterly reports on Form 10-Q and in its annual report on Form 10-K the number of Placement Securities sold through the Sales Agent and any Alternative Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent and any Alternative Sales Agent with respect to such Placement Securities.

  • Disclosure of Agreement 34. The terms of this Settlement Agreement will be treated as confidential by the parties hereto until accepted by the Hearing Panel, and forever if, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel, except with the written consent of both the Respondent and Staff or as may be required by law.

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