Common use of Compliance with ERISA and State Statutes on Governmental Plans Clause in Contracts

Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNL), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E attached hereto and made a part hereof. (b) On the closing or consummation of a Member Loan: (i) Woodfield shall deliver to CNL a certification in substantially the form of Exhibit E; and (ii) CNL shall deliver to Woodfield a certification in substantially the form of Exhibit F. (c) If there is a proposed sale of the Property pursuant to Section 10.6, and a Member buys the Property, (i) if the purchasing Member is not CNL, such Member shall deliver to the other Members a certification in substantially the form of Exhibit E, and (ii) if the purchasing Member is CNL, CNL shall deliver to the Members a certification in substantially the form of Exhibit F. (d) Anything else in this Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following the receipt by it of a certification by a Member or a proposed transferee provided for in this Section 10.9 to notify such Member that it has determined that a proposed transfer by such Member of its Entire Interest or a proposed transfer of the Property would result in a transfer to a person other than an Acceptable Person and/or in a Plan Violation. If CNL notifies such Member that any such proposed transaction would constitute a Plan Violation, then the proposed transaction shall not be consummated and any attempt to do so shall be void. If, within such fifteen (15) day period, CNL notifies such Member that it has determined that no Plan Violation will result from the proposed transaction, then the proposed transaction may be consummated; provided, however, that such transaction must be consummated no later than (i) the twentieth (20th) day after the delivery to such Member by CNL of a notice that it has determined the proposed transaction will not result in a Plan Violation or the expiration of the fifteen (15) day period referred to in this Section 10.9(d), as the case may be, or (ii) if Section 10.6 is applicable and provides for a closing that is later than such twenty (20) day period, the latest day that such Section permits such closing to occur. Additionally, in the event that any certification by CNL or a Member or a proposed transferee contains a material misrepresentation or omission, then, in such event, notwithstanding CNL’s or such Member’s lack of objection or deemed lack of objection thereto, the proposed transaction shall not be consummated and, if it is consummated, such transaction shall be void. Each (i) breach of representation or warranty given in connection with this Section 10.9, and (ii) violation of this Section 10.9, or of any other provision of this Agreement or the Purchase Agreement relating to ERISA or Plan Violations will constitute a default entitling any Member not in such violation to terminate this Agreement. (e) Each Member shall indemnify CNL and defend and hold CNL harmless from and against all loss, cost, damage and expense that CNL may incur, directly or indirectly, as a result of a (i) default by such Member under this Section 10.9, (ii) a breach of a representation or warranty given by such Member under this Section 10.9, or (iii) any material misstatement or omission in a certification by such Member or proposed transferee of such Member which is given to CNL pursuant to this Section 10.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in (i) correcting any Plan Violation, (ii) the sale of a prohibited Company interest, or (iii) obtaining any individual exemption for a Plan Violation that may be required, in CNL’s sole discretion. This indemnity shall survive (x) the sale of the Property or of the indemnifying Member’s Entire Interest and (y) termination of this Agreement. (f) The Company will not enter into any agreements, or suffer any conditions, that CNL determines, in its reasonable judgment, would result in a Plan Violation. At any Member’s request, CNL shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination. (g) Upon any Member’s reasonable request, the Members agree to cooperate with each other’s efforts to discover and correct Plan Violations.

Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNLCNL or Crescent Parent), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E attached hereto and made a part hereof. (b) On the closing or consummation of a Member Loan: (i) Woodfield Crescent shall deliver to CNL a certification in substantially the form of Exhibit E; and (ii) CNL shall deliver to Woodfield Crescent a certification in substantially the form of Exhibit F. (c) If there is a proposed sale of the Property pursuant to Section 10.6, and a Member buys the Property, (i) if the purchasing Member is not CNL, such Member shall deliver to the other Members a certification in substantially the form of Exhibit E, and (ii) if the purchasing Member is CNL, CNL shall deliver to the Members a certification in substantially the form of Exhibit F.Intentionally Deleted. (d) Anything else in this Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following the receipt by it of a certification by a Member or a proposed transferee provided for in this Section 10.9 to notify such Member that it has determined that a proposed transfer by such Member of its Entire Interest or a proposed transfer of the Property would result in a transfer to a person other than an Acceptable Person and/or in a Plan Violation. If CNL notifies such Member that any such proposed transaction would constitute a Plan Violation, then the proposed transaction shall not be consummated and any attempt to do so shall be void. If, within such fifteen (15) day period, CNL notifies such Member that it has determined that no Plan Violation will result from the proposed transaction, then the proposed transaction may be consummated; provided, however, that such transaction must be consummated no later than (i) the twentieth (20th) day after the delivery to such Member by CNL of a notice that it has determined the proposed transaction will not result in a Plan Violation or after the expiration of the fifteen (15) day period referred to in this Section 10.9(d), as the case may be, or (ii) if Section 10.6 is applicable and provides for a closing that is later than such twenty (20) day period, the latest day that such Section permits such closing to occur. Additionally, in the event that any certification by CNL or a Member or a proposed transferee contains a material misrepresentation or omission, then, in such event, notwithstanding CNL’s or such Member’s lack of objection or deemed lack of objection thereto, the proposed transaction shall not be consummated and, if it is consummated, such transaction shall be void. Each (i) breach of representation or warranty given in connection with this Section 10.9, and (ii) violation of this Section 10.9, or of any other provision of this Agreement or the Purchase Agreement relating to ERISA or Plan Violations will constitute a default entitling any Member not in such violation to terminate this Agreementcause the dissolution of the Company. (e) Each Member shall indemnify CNL and defend and hold CNL harmless from and against all loss, cost, damage and expense that CNL may incur, directly or indirectly, as a result of a (i) default by such Member under this Section 10.9, (ii) a breach of a representation or warranty given by such Member under this Section 10.9, or (iii) any material misstatement or omission in a certification by such Member or proposed transferee of such Member which is given to CNL pursuant to this Section 10.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in (i) correcting any Plan Violation, (ii) the sale of a prohibited Company interest, or (iii) obtaining any individual exemption for a Plan Violation that may be required, in CNL’s sole discretion. This indemnity shall survive (x) the sale of the Property or of the indemnifying Member’s Entire Interest and (y) termination of this Agreement. (f) The Company will not enter into any agreements, or suffer any conditions, that CNL determines, in its reasonable judgment, would result in a Plan Violation. At any Member’s request, CNL shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination. (g) Upon any Member’s reasonable request, the Members agree to cooperate with each other’s efforts to discover and correct Plan Violations.

Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNLCNL or LMI Parent Company), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E D attached hereto and made a part hereof. (b) On the closing or consummation of a Member Loan: (i) Woodfield LMI shall deliver to CNL a certification in substantially the form of Exhibit E; and (ii) CNL shall deliver to Woodfield LMI a certification in substantially the form of Exhibit F. (c) If there is a proposed sale of the Property pursuant to Section 10.6, and a Member buys the Property, (i) if the purchasing Member is not CNL, such Member shall deliver to the other Members a certification in substantially the form of Exhibit E, and (ii) if the purchasing Member is CNL, CNL shall deliver to the Members a certification in substantially the form of Exhibit F. (d) Anything else in this Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following the receipt by it of a certification by a Member or a proposed transferee provided for in this Section 10.9 to notify such Member that it has determined that a proposed transfer by such Member of its Entire Interest or a proposed transfer of the Property would result in a transfer to a person other than an Acceptable Person and/or in a Plan Violation. If CNL notifies such Member that any such proposed transaction would constitute a Plan Violation, then the proposed transaction shall not be consummated and any attempt to do so shall be void. If, within such fifteen (15) day period, CNL notifies such Member that it has determined that no Plan Violation will result from the proposed transaction, then the proposed transaction may be consummated; provided, however, that such transaction must be consummated no later than (i) the twentieth (20th) day after the delivery to such Member by CNL of a notice that it has determined the proposed transaction will not result in a Plan Violation or after the expiration of the fifteen (15) day period referred to in this Section 10.9(d), as the case may be, or (ii) if Section 10.6 is applicable and provides for a closing that is later than such twenty (20) day period, the latest day that such Section permits such closing to occur. Additionally, in the event that any certification by CNL or a Member or a proposed transferee contains a material misrepresentation or omission, then, in such event, notwithstanding CNL’s or such Member’s lack of objection or deemed lack of objection thereto, the proposed transaction shall not be consummated and, if it is consummated, such transaction shall be void. Each (i) breach of representation or warranty given in connection with this Section 10.9, and (ii) violation of this Section 10.9, or of any other provision of this Agreement or the Purchase Agreement relating to ERISA or Plan Violations will constitute a default entitling any Member not in such violation to terminate this Agreementcause the dissolution of the Company. (e) Each Member shall indemnify CNL and defend and hold CNL harmless from and against all loss, cost, damage and expense that CNL may incur, directly or indirectly, as a result of a (i) default by such Member under this Section 10.9, (ii) a breach of a representation or warranty given by such Member under this Section 10.9, or (iii) any material misstatement or omission in a certification by such Member or proposed transferee of such Member which is given to CNL pursuant to this Section 10.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in (i) correcting any Plan Violation, (ii) the sale of a prohibited Company interest, or (iii) obtaining any individual exemption for a Plan Violation that may be required, in CNL’s sole discretion. This indemnity shall survive (x) the sale of the Property or of the indemnifying Member’s Entire Interest and (y) termination of this Agreement. (f) The Company will not enter into any agreements, or suffer any conditions, that CNL determines, in its reasonable judgment, would result in a Plan Violation. At any Member’s request, CNL shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination. (g) Upon any Member’s reasonable request, the Members agree to cooperate with each other’s efforts to discover and correct Plan Violations.

Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNL), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E F attached hereto and made a part hereof. (b) On the closing or consummation of a Member Loan: (i) Woodfield Xxxxxx shall deliver to CNL a certification in substantially the form of Exhibit EF; and (ii) CNL shall deliver to Woodfield Xxxxxx a certification in substantially the form of Exhibit F. (c) If there is a proposed sale of the Property pursuant to Section 10.6, and a Member buys the Property, (i) if the purchasing Member is not CNL, such Member shall deliver to the other Members a certification in substantially the form of Exhibit E, and (ii) if the purchasing Member is CNL, CNL shall deliver to the Members a certification in substantially the form of Exhibit F. (d) Anything else in this Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following a purchase or other acquisition the receipt by it of a certification by a Member or a proposed transferee provided for in this Section 10.9 to notify such Member that it has determined that a proposed transfer by such Member of its Entire Interest or a proposed transfer of the Property would result in a transfer to a person other than an Acceptable Person and/or in a Plan Violation. If CNL notifies such Member that any such proposed transaction would constitute a Plan Violation, then the proposed transaction shall not be consummated and any attempt to do so shall be void. If, within such fifteen (15) day period, CNL notifies such Member that it has determined that no Plan Violation will result from the proposed transaction, then the proposed transaction may be consummated; provided, however, that such transaction must be consummated no later than (i) the twentieth (20th) day after the delivery to such Member by CNL of a notice that it has determined the proposed transaction will not result in a Plan Violation or the expiration of the fifteen (15) day period referred to in this Section 10.9(d), as the case may be, or (ii) if Section 10.6 is applicable and provides for a closing that is later than such twenty (20) day period, the latest day that such Section permits such closing to occur. Additionally, in the event that any certification by CNL or a Member or a proposed transferee contains a material misrepresentation or omission, then, in such event, notwithstanding CNL’s or such Member’s lack of objection or deemed lack of objection thereto, the proposed transaction shall not be consummated and, if it is consummated, such transaction shall be void. Each (i) breach of representation or warranty given in connection with this Section 10.9, and (ii) violation of this Section 10.9, or of any other provision of this Agreement or the Purchase Agreement relating to ERISA or Plan Violations will constitute a default entitling any Member not in such violation to terminate this Agreement. (ed) Each Member shall indemnify CNL and defend and hold CNL harmless from and against all loss, cost, damage and expense that CNL may incur, directly or indirectly, as a result of a (i) default by such Member under this Section 10.9, (ii) a breach of a representation or warranty given by such Member under this Section 10.9, or (iii) any material misstatement or omission in a certification by such Member or proposed transferee of such Member which is given to CNL pursuant to this Section 10.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in (i) correcting any Plan Violation, (ii) the sale of a prohibited Company interest, or (iii) obtaining any individual exemption for a Plan Violation that may be required, in CNL’s sole discretion. This indemnity shall survive (x) the sale of the Property or of the indemnifying Member’s Entire Interest and (y) termination of this Agreement. (fe) The Company will not enter into any agreements, or suffer any conditions, that CNL determines, in its reasonable judgment, would result in a Plan Violation. At any Member’s request, CNL shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination. (gf) Upon any Member’s reasonable request, the Members agree to cooperate with each other’s efforts to discover and correct Plan Violations.