ERISA Limitations. References in the preceding subsections to restrictions or limitations on MANAGER's conduct imposed by ERISA shall be applied to MANAGER's conduct under this Agreement without regard to the general applicability of ERISA to the Fund.
ERISA Limitations. (a) No payments made pursuant to the Plan are contingent, either directly or indirectly, upon a Participant’s retirement.
(b) In no event shall the amount of a Retention Benefit or similar benefit payable under the Plan exceed two (2) times the applicable Participant’s annual compensation paid during the year immediately preceding his or her Termination Date.
(c) Under no circumstances will any Retention Benefits or similar benefits under the Plan be payable to a Participant more that twenty-four (24) months following his or her Termination Date.
ERISA Limitations. No Member shall be permitted to transfer all or any portion of its Company interest if such transfer will cause the assets of the Company to be deemed “plan assets” under ERISA or the Code, or result in any “prohibited transaction” under ERISA or the Code.
ERISA Limitations. Any limitations on OP Unit ownership by the Contributing Parties reasonably necessary to comply with the Plan Asset Regulation so as to avoid the result that the assets of SLT and/or SLC constitute "Plan Assets" for purposes of the Plan Asset Regulation and which may arise due to the transactions contemplated in this Agreement and in the other Transaction Documents shall be resolved in a manner mutually satisfactory to the Contributing Parties and the Starwood Parties. In resolving any such limitations, the Starwood Parties and the Contributing Parties shall first consider equal decreases in the number of OP Units and increases in the number of Paired Shares to be issued immediately after Closing, and, if the parties do not mutually agree to do so, the parties may alternatively agree to decrease the number of OP Units to be delivered to the Contributing Parties pursuant to Section 2.03 and increase the Cash portion of the Contribution Amount based on the Closing Value of the OP Units not delivered. The parties currently contemplate that immediately following the issuance of the OP Units at the Closing, PRISA II shall convert approximately 1,850,000 OP Units into Paired Shares, leaving PRISA II with approximately 1,150,000 OP Units in each of SLT and SLC. The parties hereby agree to cooperate in all reasonable respects to endeavor to resolve any such limitations without the necessity of increasing the Cash portion of the Contribution Amount.
ERISA Limitations. No transfer of a Non-Senior Certificate or any interest therein shall be made to (i) any Plan or (ii) any Person who is directly or indirectly purchasing such Non-Senior Certificate or any interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan (including any insurance company using funds in its general or separate account that may constitute “plan assets”), unless the Trustee and the Transfer Agent are provided with a certification of facts or an opinion of counsel which establishes to the satisfaction of each that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or cause any of the Trustee, the Transfer Agent or the Servicer to be deemed a fiduciary of such Plan or result in the imposition of an excise tax under Section 4975 of the Code. In the absence of its having received the certification of facts or opinion of counsel contemplated by the preceding sentence, the Trustee and the Transfer Agent shall require the prospective transferee of any Non-Senior Certificate to certify either (a)(i) it is not a Plan and (ii) either (x) it is not a Person who is directly or indirectly purchasing such Non-Senior Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including any insurance company using funds in its general or separate account that may constitute “plan assets”), or (b) (i) it is an insurance company, and (ii) all of the funds to be used by it to purchase such Non-Senior Certificate are held in its general account, each of the policies held by Plans and supported by assets in such general account is a “guaranteed benefit policy,” within the meaning of section 401(b)(2) of ERISA, and its purchase of such Non-Senior Certificate will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or (y) it is purchasing such Non-Senior Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of the Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”)) and the purchase and holding of such Non-Senior Certificate are covered under Sections I and III of PTE 95-60. Such representation as described above shall be deemed to have been made to the Trustee by a Certificate Owner upon its acceptance of an interest in a Non- Senior Certificate. In the event that such representation is violated, or any attempt to transfer to a Plan or person acting on behalf of a Pla...
ERISA Limitations. No transfer of a Non-Senior Certificate or any interest therein shall be made to (i) any Plan or (ii) any Person who is directly or indirectly purchasing such Non-Senior Certificate or any interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan (including any insurance company using funds in its general or separate account that may constitute “plan assets”), unless the Trustee and the Transfer Agent are provided with a certification of facts or an opinion of counsel which establishes to the satisfaction of each that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or cause any of the Trustee, the Transfer Agent or the Master Servicer to be deemed a fiduciary of such Plan or result in the imposition of an excise tax under Section 4975 of the Code. In the absence of its having received the certification of facts or opinion of counsel contemplated by the preceding sentence, the Trustee and the Transfer Agent shall require the prospective transferee of any Non-Senior Certificate to certify either (a)(i) it is not a Plan and
ERISA Limitations. 37 8.02 Conditions to Contributing Party's Obligations............37
ERISA Limitations. The obligations of the Shareholders under this Agreement are personal to them and shall not be construed as extending to their capacities as representatives of the ESOP advisory committee or as fiduciaries of the ESOP.
ERISA Limitations. If, in the opinion of the General Partner, the total value of the Units held by ERISA Partners equals or exceeds or would, after giving effect to the admission of any ERISA Partner or Partners, equal or exceed twenty-five percent (25%) of the value of all Units of all Partners (disregarding for this purpose the value of any Units held by any Person, other than an ERISA Partner, who (x) has discretionary authority or control with respect to the assets of the Partnership or (y) provides investment advice for a fee (direct or indirect) with respect to such assets, or any Affiliate of such Person) (“Significant ERISA Participation”), then prior to the date the Partnership qualifies as an OC (or otherwise complies with such other exception as may be available under ERISA or the DOL Regulations to prevent the assets of the Partnership from being treated as plan assets of any ERISA Partner for purposes of ERISA or the DOL Regulations), the Capital Contributions of each ERISA Partner who is admitted at, or subsequent to, the time of Significant ERISA Participation shall be paid into an escrow account, which account shall be subject to the following terms:
(a) During the term of the escrow account, the Partnership will acquire no more than a contingent interest in property placed in escrow by the ERISA Partner and the ERISA Partner will acquire no more than a contingent interest in the Partnership. The escrow agent will hold the escrow property as agent of both the Partnership and the ERISA Partner to the extent of their respective interests in the property at any given time.
(b) Upon receipt by the escrow agent of an Opinion of counsel to the Partnership that, upon the transfer of the escrow property to the Partnership (which transfer will be scheduled to occur within sixty (60) days of the date of such Opinion), the Partnership should fulfill the criteria necessary to be an OC (or otherwise comply with such other exception as may be available under the DOL Regulations to prevent the assets of the Partnership from being treated as the assets of any ERISA Partner for purposes of the DOL Regulations) (the “ERISA Opinion”), legal title to the escrow property will vest in the Partnership and the ERISA Partner’s Units will become unconditional.
(c) Pending receipt by the escrow agent of the ERISA Opinion, legal title to the escrow property will remain with the trustee or trustees of the ERISA Partner and the escrow agreement will provide that the escrow agent is requir...
ERISA Limitations. Notwithstanding any other provisions herein, no transfer or assignment of any interests or obligations of any Class A Certificateholder hereunder or any grant of participations therein shall be permitted if such transfer, assignment or grant would result in a prohibited transaction under Section 4975 of the Internal Revenue Code or Section 406 of ERISA or cause the Trust Assets to be regarded as "plan assets" pursuant to 29 C.F.R. ss.2510.3-101, or require the Transferor to file a registration statement with the Securities and Exchange Commission or to qualify under the "blue sky" laws of any state.
