ERISA Fiduciary Status Sample Clauses

ERISA Fiduciary Status. To the extent that Producers and/or the Sales Representatives act as a fiduciary, including an “investment advice fiduciary,” as defined pursuant to applicable provisions of, and rules and interpretive guidance under, ERISA or as applicable to Section 4975(c) of the Internal Revenue Code with respect to any Product, Producers and the Sales Representatives shall comply with applicable fiduciary standards. If, in acting as a fiduciary or an investment advice fiduciary, Producers and/or the Sales Representatives may be engaged in a prohibited transaction(s) described in section 406(a) or (b) of ERISA or section 4975(c) of the Internal Revenue Code with respect to any Product, Producers and the Sales Representatives shall comply with all conditions of an applicable prohibited transaction exemption that covers the transaction.
Sample 1
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ERISA Fiduciary Status. The Broker-Dealer and the General Agent acknowledge that neither the Distributor in the performance of its functions under the Agreement, FLIAC in the performance of its functions as the issuer of any Contracts sold or solicited by the Broker-Dealer and the General Agent pursuant to this Agreement, nor any affiliate of FLIAC or the Distributor is acting in a fiduciary capacity in the context of ERISA, or otherwise in connection with this Agreement. To the extent that the Broker-Dealer, the General Agent and/or any Agent acts as an “investment advice fiduciary,” as defined pursuant to applicable rules under ERISA with respect to any Contract, they shall comply with applicable fiduciary standards. If, in acting as an investment advice fiduciary, the Broker-Dealer, the General Agent and/or any Agent may be engaged in a prohibited transaction(s) described in section 406(a) or (b) of ERISA or section 4975(c) of the Internal Revenue Code with respect to any Contract, they shall comply with all conditions of an applicable prohibited transaction exemption that covers the transaction.
Sample 1
ERISA Fiduciary Status. If the General Partner becomes a fiduciary of the plan of a Benefit Plan Partner with respect to the underlying assets of the Fund, the Person acting for the plan agrees, by investing in the Fund, that it shall bear fiduciary responsibility to the plan with respect to the overall prudence, liquidity and diversification of the plan, including the specific investments, as they may be constituted from time to time, of the Fund. The Person acting for the Benefit Plan Partner recognizes that the General Partner may not make an individual determination whether particular investments of the Fund meet the fiduciary standards of ERISA with respect to the plan, and the General Partner will rely on the express and implied representation by the Person acting for the plan that it has determined that the plan’s continuing investment in the underlying assets of the Fund satisfies ERISA’s prudence requirement and other fiduciary responsibilities. The acceptance of fiduciary responsibility for the underlying investments of the Fund by the Person acting for the plan is an express condition of the plan’s acquisition and holding of its Fund Interest.
Sample 1
ERISA Fiduciary Status. Pursuant to ERISA Section 402(c)(3) and the terms of the Plan, you hereby engage us to provide investment advice as a fiduciary as defined in ERISA Section 3(21) and appoint and delegate to us authority to act as an “investment manager” as defined in ERISA Section 3(38), for the Plan. We agree to accept and to carry out these delegat- ed fiduciary responsibilities (other than trustee responsibilities) under the Plan upon the terms and conditions of this Agreement. We are registered with and regulated by the Securities and Ex- change Commission (“SEC”) as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (“Advisers Act”), and we are notice-filed in those states where this is re- quired by state securities laws.
Sample 1

Related to ERISA Fiduciary Status

  • Non-Fiduciary Status The Fund hereby acknowledges and agrees that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement, is not acting as a collateral agent and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder.

  • ERISA Status With respect to the initial advance to such Qualified Borrower only, either (i) a favorable written opinion of counsel to such Qualified Borrower, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Qualified Borrower as an Operating Company (or a copy of such opinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to the Secured Parties); or (ii) a certificate, addressed to the Secured Parties, signed by a Responsible Officer of such Qualified Borrower that the underlying assets of such Qualified Borrower do not constitute Plan Assets because less than 25% of the total value of each class of equity interests in such Qualified Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA which shall be substantially in the form of the ERISA 25% Certificate;

  • Probationary Status This article shall not apply to an employee in probationary status who shall have no right to grieve or arbitrate release from such probationary appointment.

  • Absence of Fiduciary Relationship The Company acknowledges and agrees that: (a) the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company.

  • ERISA Reportable Event A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

  • Fiduciary Responsibilities Each Member shall exercise all powers and perform all duties in good faith and shall act in all matters consistent with the duty of loyalty and the duty of care. Pursuant to Section 00-00-000 of the Act, the Member acts in good faith if acting with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise in similar circumstances.

  • Reportable Event Reportable Event" means a "reportable event" as defined in Section 4043(b) of ERISA.

  • Fiduciary Matters It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

  • No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

  • Disclaimer of Fiduciary Relationship The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the Offering contemplated by this Agreement and the process leading to such transaction, the Underwriters are and have been acting pursuant to a contractual relationship created solely by this Agreement and are not agents or fiduciaries of the Company or its securityholders, creditors, employees or any other party, (iii) no Underwriter has assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter or its affiliates has advised or is currently advising the Company on other matters) and each such Underwriter has no obligation to the Company with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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