ERISA Representations and Warranties Sample Clauses

ERISA Representations and Warranties. Each Borrower represents and warrants to Lenders that:
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ERISA Representations and Warranties. Mortgagor hereby represents, warrants and agrees that as of the date hereof, either (a) investors in or owners of the Mortgagor which are (i) employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) plans defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, and (iii) entities the assets of which are deemed to include plan assets pursuant to U.S. Department of Labor Regulation Section 2510.3-101 (the “Plan Asset Regulation”) (collectively, “Benefit Plan Investors”) in the aggregate do not hold twenty-five percent (25%) or more (directly or indirectly) of the value of any class of equity interest in the Mortgagor, or (b) the equity interests held by Benefit Plan Investors are publicly-offered securities (within the meaning of Department of Labor Regulation 2510.3-101(b)(2)). For purposes of this determination, the value of any equity interests held by a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Mortgagor or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or an affiliate (as defined in U.S. Department of Labor Regulation Section 2510.2-101(f)(3)) of such person, shall be disregarded. Mortgagor further represents, warrants and agrees that at all times during the term of the Loan Mortgagor shall not be deemed to include plan assets. If at any time during the entire term of the Loan any of the investors in or owners of Mortgagor shall include a Benefit Plan Investor, and the Plan Asset Regulation is implicated, Mortgagor shall as soon as reasonably possible following an investment by such Benefit Plan Investor provide Mortgagee with an opinion of counsel reasonably satisfactory to Mortgagee indicating that the assets of Mortgagor are not deemed to include plan assets pursuant to the Plan Asset Regulation. In lieu of such opinion, the Mortgagee may in its sole discretion accept such other assurances from Mortgagor as are necessary to satisfy Mortgagee in its sole discretion that the assets of Mortgagor are not deemed to include plan assets pursuant to the Plan Asset Regulation. Mortgagor further represents, warrants and agrees that, during the term of the Loan, a governmental plan, within the meaning of Section 3(32) of ERISA (a “Governmental Plan”), shall become an investor in or owner of Mortgagor, only if a determination has bee...
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ERISA Representations and Warranties. Each of the ERISA Partners represents and warrants for the benefit of the other Partners and the Partnership that, as of the date of the execution and delivery of this Agreement and as of the date of admission of such Limited Partner to the Partnership: (i) such Limited Partner has been informed of and understands the Partnership's investment objectives, policies and strategies, (ii) such Limited Partner has considered whether its investment in the Partnership is consistent with the provisions of ERISA and/or other applicable law and (iii) such Limited Partner has consulted with its own counsel as to the proposed operation of the Partnership, and (iv) such Limited Partner has the authority to invest in the Partnership under applicable law and the governing documents relating to such Limited Partner.
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ERISA Representations and Warranties. 35 13.6 Partition............................................................35 13.7
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ERISA Representations and Warranties. As an inducement to LANDLORD to enter into this LEASE, TENANT hereby represents and warrants as follows, which representations and warranties shall be true as of the date hereof and, except with respect to matters which have been disclosed in writing to and approved by LANDLORD, shall remain true throughout the Term:
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ERISA Representations and Warranties. Company represents and warrants to Lenders that:
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ERISA Representations and Warranties. Mortgagor hereby represents, warrants and agrees that Mortgagor is acting on its own behalf and that it is not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title 1 of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue code of 1986, as amended (each of the foregoing hereinafter referred to collectively as a "Plan"). Mortgagor represents, warrants and agrees that it is and shall be during the entire term of the Loan, an "operating company" as defined in Department of Labor ("DOL") Regulation Section 2510.3-101(c).
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ERISA Representations and Warranties. Mortgagor hereby represents, warrants and agrees that as of the date hereof, none of the investors in or owners of the Mortgagor is an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, nor an entity the assets of which are deemed to include plan assets pursuant to Department of Labor Regulation Section 2510.3-101 (the “Plan Asset Regulation”). Mortgagor further represents, warrants and agrees that at all times during the term of the Loan, Mortgagor shall not be deemed to include plan assets. If at any time during the entire term of the Loan any of the investors in or owners of Mortgagor shall include a plan or entity described in the first sentence of this Paragraph, Mortgagor shall as soon as reasonably possible following an investment by such plan or entity, provide Mortgagee with an opinion of counsel reasonably satisfactory to Mortgagee indicating that the assets of Mortgagor are not deemed to include plan assets pursuant to the Plan Asset Regulation. In lieu of such opinion, the Mortgagee may in its sole discretion accept such other assurances from Mortgagor as are necessary to satisfy Mortgagee in its sole discretion that the assets of Mortgagor are not deemed to include plan assets pursuant to the Plan Asset Regulation. Mortgagor understands that the representations and warranties herein are a material inducement to Mortgagee in the making of the Loan, without which Mortgagee would be unwilling to make the Loan. Notwithstanding anything herein to the contrary, any transfer permitted pursuant to the terms of Paragraph 30 herein shall be subject to compliance with the provisions of this Paragraph 42. Any such proposed transfer that would violate the terms of this Paragraph 42 or otherwise cause the Loan to be characterized as a prohibited transaction under ERISA shall be prohibited.
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ERISA Representations and Warranties 
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Related to ERISA Representations and Warranties

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the United States or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Continuing Representations and Warranties The Borrower represents and warrants to the Bank that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

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