ERISA Clients. As soon as reasonably practicable after the date hereof, but in no event later than 60 days thereafter, the Company shall deliver to Parent a schedule identifying each Client that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client"); and listing each contract or agreement, if any, and all amendments thereto, in effect on the date hereof, entered into by the Company or any of its Subsidiaries with respect to or on behalf of any ERISA Client, pursuant to which any of the entities identified in Exhibit E (including any entity that, to the knowledge of the Company, is an affiliate of any of the entities identified in Exhibit E) has agreed to (x) execute securities transactions; (y) provide any other goods or services; or (z) purchase, sell, exchange or swap securities or any other economic interest therein or derivative thereof, including rights to receive or obligations to pay interest or principal under any debt obligation, or rights to receive or obligations to pay interest or principal denominated in a particular currency.
ERISA Clients. 53 6.19 GE Amendment and Yasuda Amendment..............................................................54 6.20
ERISA Clients. If Client is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), Client or its advisor, if applicable, has considered the obligations and requirements of ERISA, including prudence and diversification, with respect to trading Futures Contracts and the other transactions anticipated under this Agreement. Client’s represents that the opening of the Account will not result in or constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or any similar provision of applicable law, for which an exemption is not available, and the undersigned will not enter into any transaction using assets of the Account that will result in or constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or any similar provision of applicable law, for which an exemption is not available. Client further represents that assets pledged as margin by Client hereunder do not and will not constitute “plan assets” within the meaning of Title 1 of ERISA or Section 4975 of the Internal Revenue Code or other Applicable Law. Client agrees that Xxxxxxx Xxxxx has no discretionary authority over this Account and is not a fiduciary with respect to Client.
ERISA Clients. (a) At all relevant times (including immediately before the Closing), the Company (i) has been qualified to be a “Qualified Professional Asset Manager” within the meaning of PTCE 84-14 with respect to each ERISA Client (other than with respect to the plans of General Dynamics Corporation as a result of Part I subsection (e) of PTCE 84-14) and (ii) has acknowledged its fiduciary status with respect to such ERISA Client.
(b) The Company has not and does not engage in any revenue sharing arrangements with respect to assets managed for any ERISA Clients.
(c) The Company has not engaged in any non-exempt prohibited transaction under ERISA Section 406 or Code Section 4975 with respect to any ERISA Clients.
ERISA Clients. Except as set forth in Section 4.14(e) of the Seller Disclosure Schedule, each Client to which any Seller Entity provides investment management, advisory or sub-advisory services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a Person acting on behalf of such a plan or (iii) any entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client") have been managed by any Seller Entity such that the exercise of such management or provision of any services is in compliance with the applicable requirements of ERISA at all times required by Applicable Law.
ERISA Clients. Each account through which any of the Companies provides services to any client (a "CLIENT") that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA CLIENT"), in each case have been managed by the Companies such that each of the Companies in the exercise of such management is in compliance in all respects with the applicable requirements of ERISA, except to the extent the failure to comply does not have or does not have a significant risk of having, individually or in the aggregate, a Material Adverse Effect on the Companies, taken as a whole.
ERISA Clients. (a) No Company Group Entity holds Plan Assets or is subject to any state, local or other law, regulation, policy, procedure, judgment or order that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”). Except as set forth on Schedule 4.17(a), (i) no Client or Company Fund that is structured as a “hardwired” feeder vehicle (i.e., an ERISA Client formed for the purpose of investing in an underlying master fund and with respect to which no Company Group Entity is intended to be a “fiduciary” (as defined in Section 3(21) of ERISA) (an “ERISA Fiduciary”)) holds Plan Assets, (ii) other than a Client or Company Fund disclosed on Schedule 4.17(a) pursuant Section 4.17(a)(i), no portion of the assets of any Client or Company Fund constitutes (or has within the past six (6) years constituted) Plan Assets, (iii) no portion of the assets of any Client or Company Fund is (or has been) subject to any Similar Law, and (iv) no more than 24.99 percent of the value of any class of equity interests in any Company Fund is held by any “governmental plan” (as defined in Section 3(32) of ERISA). With respect to any Company Fund scheduled pursuant to Section 4.17(a)(iv), the applicable “governmental plan(s)” shall also be specified in Schedule 4.17(a)(iv).
(b) Except as set forth in Schedule 4.17(b), no Company Group Entity is acting as an ERISA Fiduciary with respect to any “employee benefit plan” subject to Title I of ERISA, “plan” subject to Section 4975 of the Code or other entity or account the assets of which are subject to Title I of ERISA and/or section 4975 of the Code. None of the Company Group Entities is (or has within the past six (6) years been) precluded from acting as an ERISA Fiduciary by operation of Section 411 of ERISA. Except as set forth in Schedule 4.17(b), (i) no Company Group Entity has been appointed as an “investment manager” (as defined in Section 3(38) of ERISA) with respect to any Client or Company Fund and (ii) no “benefit plan investor” (as defined in Section 3(42) of ERISA) holds 10% or more of any Company Fund set forth on Schedule 4.17(a).
(c) With respect to any Client or Company Fund subject to a standard of care that is substantially similar to XXXXX’s “prudent person” standard of care (the “Prudent Person Standard”), the relevant Company Group Entities have complied with the Prudent Person Standard in connection with the provision of services to such Client or Company Fund.
(d) Each Company Group Entity pr...
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ERISA Clients. (a) The accounts of each client of the Sellers that is subject to ERISA have been managed by the Sellers in material compliance with the applicable requirements of ERISA, and the consummation of the transactions contemplated hereby will not, by itself, result in a violation of ERISA or subject any Party to any liability under ERISA or Section 4975 of the Code. The accounts of each client that is an employee benefit plan or retirement plan that is not subject to ERISA (such as IRAs, Xxxxx plans, governmental plans and church plans) have been managed by the Sellers such that Sellers in the exercise of such management are in material compliance with the applicable requirements of any and all applicable federal, state, local and foreign laws which govern plan fiduciaries or which are otherwise similar to ERISA.
(b) Prohibited Transaction Class Exemption 84-14 issued by the U.S. Department of Labor (the “QPAM Exemption”) is not unavailable with respect to transactions involving a Seller (i) by virtue of Part I(e) of the QPAM Exemption or (ii) by virtue of Part I(g) of the QPAM Exemption. Schedule 9.25(b) contains a true and complete list of all prohibited transaction individual exemptions, if any, obtained by Sellers from the U.S. Department of Labor. Each Seller is not precluded from serving in a capacity described in Section 411(a)(1), (2) or (3) of ERISA by virtue of Section 411 of ERISA. No Seller sponsors, nor has any Seller sponsored in the past, any master or prototype plans, individual retirement accounts or similar retirement programs.
(c) No Seller has engaged in any prohibited transactions described in Section 406 of ERISA or Section 4975 of the Code involving the assets of clients’ accounts subject to ERISA or Section 4975 of the Code other than those that are exempt pursuant to a statutory, class or individual prohibited transaction exemption.
(d) Except as set forth in Schedule 9.25(d), there are no actions, suits or claims pending against a Seller or Sellers that allege that such Seller or Sellers has breached its fiduciary obligations under ERISA or applicable state, local or foreign law to a client’s account, and there are no such actions, suits or claims threatened in writing, arising out of, or in connection with, the management of the assets of any such account.
(e) No Seller is currently under examination by the Internal Revenue Service or the Department of Labor in connection with the management of the assets of any client’s account that i...
ERISA Clients. With respect to each ERISA Client, Scout has complied in all material respects with the provision of applicable Law, including, without limitation, Title I of ERISA and Section 4975 of the Code.
