Impermissible Transactions Sample Clauses

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set f...
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Impermissible Transactions. The Debit Card issued on the Account may only be used and directed by you. You agree not to use the Account and/or the Debit Card in any manner, for any illegal, improper or unlawful purpose. You acknowledge and agree that we reserve the right to prevent the Account and/or the Debit Card from being used for certain types of transactions as determined by us, including but not limited to, transactions connected to internet gambling or that contravene our Anti-Money Laundering or Anti-Terrorist Financing policies. For security purposes, we may decline any transaction if for any reason it appears to us to be suspicious or potentially in violation of this Agreement, Visa operating regulations, our policies or any applicable law.
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Impermissible Transactions. The Debit Card issued on the Account may only be used and directed by you. You agree not to use the Account and/or the Debit Card in any manner, for any illegal, improper or unlawful purpose. You acknowledge and agree that we reserve the right to prevent the Account and/or the Debit Card from being used for certain types of transactions as determined by us, including but not limited to, transactions connected to internet gambling or that contravene our Anti-Money Laundering or Anti-Terrorist Financing policies. For security purposes, we may decline any transaction if for any reason it appears to us to be suspicious or potentially in violation of this Agreement, Visa operating regulations or any applicable law OUT OF COUNTRY TRANSACTIONS All Debit Card transactions completed in a currency other than the currency of the Account will be converted and posted to your statement in the currency of the Account. The International Provider will convert to U.S. dollars any international charge or credit made to the Account. The conversion will be pursuant to the specific International Provider’s regulations in effect. The rate selected by the International Provider is determined from (i) a range of rates available from wholesale currency markets for the applicable central processing date and/or
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Impermissible Transactions. You are hereby restricted from using any Relay Product or access to the Relay System outside of the United States or for any illegal purposes, including, but not limited to, the funding of terrorist organizations, involvement in human trafficking, or money laundering schemes. The use of Your Relay Account shall be limited to the exchange of payment for goods and services for legal business or commercial purposes only. Without limiting the foregoing, you agree that you will not, and will not permit any other person to (collectively, the “Prohibited Uses”): i. violate any Applicable Laws; ii. conduct activities and transactions involving: A. illegal narcotics, steroids, certain controlled substances, or other products that present a risk to consumer safety, B. illegal drug paraphernalia, C. items that encourage, promote, facilitate, or instruct others to engage in illegal activity,
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Impermissible Transactions. 4.6.1. Member acknowledges and agrees not to use the Relay Account or Relay Services to fund or participate in activities that: (1) violate any Rules, Regulations, or Laws (as hereinafter defined); (2) relate to transactions involving (a) illegal narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) illegal drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) stolen goods including digital and virtual goods, (e) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (f) items that are considered obscene, (g) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (h) illegal sexually-oriented materials or services or human trafficking, or (i) illegal trafficking in ammunition, firearms, weapons, or certain firearm parts or accessories, or (j) certain weapons or knives regulated under applicable law; (3) relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support illegal pyramid or ponzi schemes, matrix programs, other illegal financial schemes, (c) are associated with off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are by payment processors to collect payments on behalf of merchants, (e) are associated with the sale of traveler's checks or money orders, (f) involve currency exchanges or check cashing businesses, (g) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (h) involve offering or receiving payments for the purpose of bribery or corruption; or (4) involve the sales of products or services identified by government agencies as fraudulent or which have a high likelihood of being fraudulent. 4.6.2. Member acknowledges and agrees that Xxxxx is not (1) an escrow agent with respect to any funds kept in Member’s Relay Account; and (2) Member’s agent, trustee, partner, joint venturer, or employee.
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Impermissible Transactions. The Customer agrees to not use the Bank’s credit or debit entry services in any manner, for any illegal, improper or unlawful purpose.
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Impermissible Transactions. You agree not to use the Account and/or the Debit Card in any manner, for any illegal, improper or unlawful purpose. You acknowledge and agree that we reserve the right to prevent the Account and/or the Debit Card from being used for certain types of transactions as determined by us, including but not limited to, transactions connected to online gambling, restricted transactions or any transaction not aligned with our risk appetite, Anti-Money Laundering or Anti-Terrorist Financing policies. For security purposes, we may decline any transaction if for any reason it appears to us to be suspicious or potentially in violation of this Agreement, applicable International Provider network operating regulations, our policies or any applicable law.
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Related to Impermissible Transactions

  • Reportable Transactions Neither Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

  • Reportable Transaction The Borrower does not intend to treat the Advances and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

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