REOC Compliance Sample Clauses

REOC Compliance. The Members acknowledge that the Operating Partner is intended to qualify as a REOC under the Plan Assets Regulation and, to the extent the underlying Company Assets constitute an investment in real estate that is managed or developed (within the meaning of the Plan Assets Regulation), that the ownership interest in the Company is intended to qualify as a real estate investment for purposes of qualification by the Operating Partner as a REOC. The Members agree that the Operating Partner shall have the following management rights with respect to such underlying real estate (the “Land”) and further agree that they will give due consideration to such input as may be provided by the Operating Partner in exercise of such rights:
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REOC Compliance. Ashford acknowledges that the ownership interest of PIM Investor in each Master Venture and, indirectly, each Subsidiary is intended to qualify as a “real estate operating company” (“REOC”) within the meaning of U.S. Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101 (the “Plan Assets Regulation”), but only to the extent the underlying Assets constitute an investment in real estate that is managed or developed (within the meaning of the Plan Assets Regulation). With respect to such Assets, Ashford agrees that it will, at all times, exercise its rights and authority under this Agreement in a manner that is consistent with the foregoing intentions. Ashford shall not enter into any agreement delegating to any person management rights with respect to any Investment other than agreements (i) that are terminable by the Master Venture and/or Subsidiary on not more than one month’s notice without penalty or cause and (ii) pursuant to which the Master Venture and/or Subsidiary maintains substantial oversight and approval rights with respect to the delegated management functions. Any such agreement must provide that it is fully subject to all, and in no way limits or abrogates any, of PIM’s approval and other rights with respect to the Investment. Ashford and PIM hereby acknowledge and agree that all rights of PIM in respect of the Master Venture Agreement, Subsidiary and the Investment shall be exercised and enforced solely by PRISA III REIT Operating LP. Nothing in the foregoing shall be deemed to limit the rights of the PIM Program Representative hereunder or under the Master Venture Agreement. In the event the Investment is owned by an entity that is owned, directly or indirectly, by the Master Venture or a Subsidiary, PIM shall have the same rights with respect to the Investment as it would have hereunder were the Investment owned directly by the Master Venture or the Subsidiary, and Ashford shall take such actions, and/or cause any such entity to take such actions, as are necessary to achieve the foregoing result.
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REOC Compliance. The Partnership shall be operated to qualify at all times as a real estate operating Partnership ("REOC") within the meaning of Section 2510.3-101(e) of the Department of Labor Regulations promulgated under ERISA (the "Plan Assets Regulation"). In order to continue to qualify under the Plan Assets Regulation as a REOC after the date on which the Partnership makes its initial long term investment of funds (the "Initial Valuation Date"), the Partnership must qualify as a REOC (i) on any date within a period not in excess of ninety (90) days (the "Annual Valuation Period") beginning not later than one (1) year after the Initial Valuation Date, and (ii) on any date within each subsequent Annual Valuation Period. The Xxxxxx-Xxxxx Group shall have the unilateral right, on behalf of the Partnership, to adopt the Annual Valuation Period.
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Related to REOC Compliance

  • CEQA Compliance The District has complied with all assessment requirements imposed upon it by the California Environmental Quality Act (Public Resource Code Section 21000 et seq. (“CEQA”) in connection with the Project, and no further environmental review of the Project is necessary pursuant to CEQA before the construction of the Project may commence.

  • FCPA Compliance The Company has not and, to the Company’s actual knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • FERPA Compliance In connection with all FERPA Records that Contractor may create, receive or maintain on behalf of University pursuant to the Underlying Agreement, Contractor is designated as a University Official with a legitimate educational interest in and with respect to such FERPA Records, only to the extent to which Contractor (a) is required to create, receive or maintain FERPA Records to carry out the Underlying Agreement, and (b) understands and agrees to all of the following terms and conditions without reservation:

  • SEC Compliance Such Borrower and the applicable Fund(s) are in compliance in all material respects with all federal and state securities or similar laws and regulations, including all material rules, regulations and administrative orders of the Securities and Exchange Commission (the "SEC") and applicable Blue Sky authorities. Such Borrower and the applicable Fund(s) are in compliance in all material respects with all of the provisions of the Investment Company Act of 1940, and such Borrower has filed all reports with the SEC that are required of it or the applicable Fund(s);

  • GAAP Compliance Contractor maintains an adequate system of accounting and internal controls that meets Generally Accepted Accounting Principles.

  • SOX Compliance The Company has taken all actions it deems reasonably necessary or advisable to take on or prior to the date of this Agreement to assure that, upon and at all times after the Effective Date, it will be in compliance in all material respects with all applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof. (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and will take all action it deems reasonably necessary or advisable to assure that it will be in compliance in all material respects with other applicable provisions of the Sxxxxxxx-Xxxxx Act not currently in effect upon it and at all times after the effectiveness of such provisions.

  • OSHA Compliance To the extent applicable to the services to be performed under this Agreement, Contractor represents and warrants, that all articles and services furnished under this Agreement meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect or proposed as of the date of this Agreement.

  • PCI Compliance A. The Acquiring Bank will provide The Merchant with appropriate training on PCI PED and/or DSS rules and regulations in respect of The Merchants obligations. Initial training will be provided and at appropriate intervals as and when relevant changes are made to such rules and regulations.

  • FCC Compliance The parties agree to comply with all applicable FCC rules governing the License or the Service Area Network and specifically agree as follows:

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer’s and each Buyer Subsidiary’s most recent examination rating under the CRA was “satisfactory” or better. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions of the CRA or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

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