ERISA Considerations. The Partnership's objectives and policies are designed to make an investment in Units appropriate for Tax-Exempt Investors. The Partnership and its policies have been structured to meet the standards for: (i) excluding the assets of the Partnership from the assets of the Limited Partners which are employee benefit plans for purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") in accordance with the exemptions contained in regulations of the Department of Labor; and (ii) minimizing any allocation of "unrelated business taxable income" to tax-exempt entities. However, see "RISK FACTORS-Investment by Tax-Exempt Investors", "FEDERAL INCOME TAX CONSEQUENCES Investment by Tax-Exempt Investors" and "ERISA CONSIDERATIONS" herein.
ERISA Considerations. No resale or other transfer of any Note or any interest therein may be made to any purchaser or transferee unless (i) such purchaser or transferee is not, and will not acquire such Note or any interest therein on behalf of or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or Section 4975 of the Code that is not subject to a statutory, regulatory or administrative exemption and no violation of Similar Law that, in either case, is not covered by a statutory, regulatory or administrative exemption will occur in connection with such purchaser’s or such transferee’s acquisition, holding or disposition of such Note or any interest therein. In addition, neither the Notes nor any interest therein may be purchased by or transferred to any Benefit Plan, or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, DRII, the Seller, the Servicer, the Indenture Trustee or the Initial Purchaser, or by any Affiliate of any such Person.
ERISA Considerations. The Manager intends to limit the equity participation by “benefit plan investors” (as defined in Section 3(42) of ERISA) in the Company to less than Twenty-Five Percent (25%) of Membership Interests in the Company, to the extent required.
ERISA Considerations. No Certificate may be acquired by an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, a plan described in Section 4975(e)(i) of the Code or any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). Each Certificateholder, by virtue of the acquisition and holding of a Certificate, will be deemed to have represented and warranted to the Depositor and the Trustee that such Certificateholder is not a Benefit Plan.
ERISA Considerations. No resale or other transfer of any Note or any interest therein may be made to any purchaser or transferee unless (i) such purchaser or transferee is not, and will not acquire such Note or any interest therein on behalf of or with the assets of, any Benefit Plan or (ii) no non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or violation of Similar Law will occur in connection with such purchaser’s or such transferee’s acquisition, holding or disposition of such Note or any interest therein. In addition, neither the Notes nor any interest therein may be purchased by or transferred to any Benefit Plan, or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by a Diamond Resorts Entity, the Indenture Trustee or the Administrative Agent, or by any Affiliate of any such Person.
ERISA Considerations. The notes are generally eligible for purchase by employee benefit plans.
ERISA Considerations. The General Partner intends to limit the equity participation by “benefit plan investors” (as defined in Section 3(42) of ERISA) in the Partnership to less than Twenty-Five Percent (25%) of Units in the Partnership, to the extent required.
ERISA Considerations. The Dealer acknowledges that the Dealer Manager will not be subject to the general conflict of interest rules or considered a “fiduciary” as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the regulations and accompanying pronouncements issued on April 8, 2016 by the United States Department of Labor (the “DOL Fiduciary Rule”). The Dealer further acknowledges that the Dealer Manager is not considered an investment advice fiduciary pursuant to the DOL Fiduciary Rule with respect to advice provided to the Dealer’s “Retirement Customers,” which include a plan, plan fiduciary, plan participant or beneficiary, XXX, or XXX owner subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Dealer Manager, the Company, the Advisor, the Company’s sponsor and their affiliates and related parties (collectively, the “Black Creek Parties”), may engage in sales and marketing activities with the Dealer pursuant to the Dealer Manager Agreement and this Agreement. These activities may include, without limitation, attending meetings, conferences and forums, as well as making offering materials, sales literature, educational materials and other resources available in connection with sales and marketing activities in connection with the Offering. The Dealer acknowledges that (a) with respect to its Retirement Customers, the Black Creek Parties are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any transaction in the Shares (each, a “Transaction”); (b) certain of the Black Creek Parties have financial interests associated with the purchase of the Shares, including the fees, expense reimbursements and other payments they anticipate receiving in connection with the purchase of the Shares, as described in the Prospectus; and (c) the Black Creek Parties are not receiving a fee or other compensation directly from the Dealer or any of the Dealer’s Retirement Customers for the provision of investment advice (as opposed to other services) in connection with any Transaction. The Dealer hereby represents, warrants and covenants, with respect to any Transaction completed by its Retirement Customers on and after the date of this Agreement that: (a) it is a broker dealer registered under the Exchange Act; (b) there is no financial interest, ownership interest, or other relationship, agreement, or understanding that wou...
ERISA Considerations. No resale or other transfer of any Note or any interest therein may be made to any purchaser or transferee unless (i) such purchaser or transferee is not, and will not acquire such Note or any interest therein on behalf of or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or Section 4975 of the Code that is not subject to a statutory, regulatory or administrative exemption and no violation of any substantially similar provision of federal, state or local law will occur in connection with such purchaser’s or such transferee’s acquisition, holding or disposition of such Note or any interest therein. In addition, neither the Notes nor any interest therein may be purchased by or transferred to any Benefit Plan, or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, DRII, the Seller, the Servicer, the Indenture Trustee or the Initial Purchaser, or by any Affiliate of any such Person.
ERISA Considerations. In considering an investment in Shares, fiduciaries of Qualified Plans should consider (i) whether the investment is in accordance with the documents and instruments governing such Qualified Plan, (ii) whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of the Employee Retirement Income Security Act of 1974 ("ERISA"), if applicable; (iii) the fact that the investment may result in "unrelated business taxable income" to the Qualified Plan (including IRAs and Xxxxx plans); (iv) whether the investment provides sufficient liquidity; (v) their need to value the assets of the Qualified Plan annually; and (vi) whether the investment is prudent. ERISA generally requires that the assets of employee benefit plans be held in trust and that the Manager, or a duly authorized investment manager (within the meaning of Section 3(38) of ERISA), have exclusive authority and discretion to manage and control the assets of the plan. XXXXX also imposes certain duties on persons who are fiduciaries of employee benefit plans subject to ERISA and prohibits certain transactions between an employee benefit plan and the parties in interest with respect to such plan (including fiduciaries). Under the Code, similar prohibitions apply to all Qualified Plans, including IRAs and Xxxxx plans covering only self-employed individuals which are not subject to ERISA. Under ERISA and the Code, any person who exercises any authority or control respecting the management or disposition of the assets of a Qualified Plan is considered to be a fiduciary of such Qualified Plan. Furthermore, ERISA and the Code prohibit "parties in interest" (including fiduciaries) of a Qualified Plan from engaging in various acts of self-dealing such as dealing with the assets of a Qualified Plan for his own account or his own interest. To prevent a possible violation of these self-dealing rules, neither the Manager nor their Affiliates will purchase Shares with assets of any Qualified Plan (including a Xxxxx plan or IRA) if they (i) have investment discretion with respect to such assets or (ii) regularly give individualized investment advice which serves as the primary basis for the investment decisions with respect to such assets. If the assets of the Fund were deemed to be "plan assets" under ERISA, (i) the prudence standards and other provisions of Title 1 of ERISA applicable to investments by Qualified Plans and their fiduciaries would extend (as to all plan fiduciaries) to inv...
