Certain Provisions Related to Retirement Plans Sample Clauses

Certain Provisions Related to Retirement Plans. If Client is a retirement plan or account or is an entity, the assets of which are deemed to constitute the asset of any retirement plan under applicable law, Agent represents and warrants that: (i) in connection with each transaction entered into hereunder, it has independently determined that Client (and each employee benefit plan which constitutes the assets of Client) will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17)(B) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (ii) each transaction it directs GS&Co. to take on behalf of Client will be permitted under the terms of the documents governing the plan (or plans) and, to the extent otherwise prohibited, will be exempt from the provisions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986 (the “Code”) by reason of Department of Labor Prohibited Transaction Class Exemption 84-14, as amended (“PTCE 84-14”), Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or another available exemption; (iii) Agent is familiar with the requirements of ERISA (if applicable) as they relate to Client, each employee benefit plan the assets of which constitute the assets of Client and to itself, and with the requirements of any applicable state or other laws (including any requirements for “qualification” under the Code or other applicable tax law), and will direct GS&Co. with respect to a transaction only if and to the extent it determines that such transaction complies with such requirements; (iv) Agent is an investment adviser described in Department of Labor Regulation Section 2550.404b- 1(a)(2)(i)(C) and, if and to the extent the indicia of ownership of any of the assets of Client are held outside of the jurisdiction of the district courts of the United States, Client will meet the requirements of Section 404(b) of ERISA by reason of Department of Labor Regulation Section 2550.404b- 1(a)(2)(i); and (v) GS&Co. has not provided and will not provide any advice that constitutes or shall constitute a primary basis for any investment decision on behalf of Client. Agent agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this Authorization will not constitute “plan assets” under XXXXX or Section 4975 of the Code. In addition to the foregoing, Agent and Client each represents that, with respect to any distribution directed with respect to Clie...