Other Prohibited Transactions Sample Clauses

Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts and the Bond Documents, the Borrower has not (i) sold or transferred any property or assets to, or purchased or acquired any property or assets of, or
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Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts and the Bond Documents, the Borrower shall not (i) sell or transfer any property or assets to, or purchase or acquire any property or assets of, or (ii) otherwise engage in any other transaction in connection with the Project with any other Governmental Authority (including the Governmental Authorities of the State) the terms and provisions of which are materially adverse to the Borrower or the Project or that would have a Material Adverse Effect.
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Other Prohibited Transactions. 1. Should a benefited individual pledge an IRA as security for a loan, the portion so pledged will be treated as a distribution to that individual. 2. Consult with your Account Officer regarding administrative restrictions that are imposed by the Custodian. For example, permissible investments include investments in stocks, bonds, government obligations, savings accounts and certificates of deposit with a bank approved by the Custodian. 3. These prohibited transactions and certain exemptions are further described in Code section 4975.
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Other Prohibited Transactions. No Party will, without the prior written consent of the other, take any action or omit to take any action, suffer any act or omission, which may result in any of the representations and warranties of such first mentioned Party being untrue or in the nonfulfillment of any of the covenants set forth herein. Seller may not (and will not permit any of its Affiliates to), without the prior written consent of Buyer (which consent with respect to subsections (i), (iv) and (v) shall not be unreasonably withheld, but may be given or withheld in Buyer's sole discretion with respect to all other subsections below), directly or indirectly, by operation of law or otherwise; (i) pay any dividends or otherwise make any distributions to Seller's shareholders in violation of Applicable Law; (ii) issue any Stock or Stock Equivalent in Seller; (iii) borrow money using the Lease or Leased Site as collateral; (iv) fail to pay any of Seller's Debts, to the extent of Seller's assets, as the same become due; provided that Seller shall have the right to diligently contest any claimed Debt; (v) dissolve Seller and form a liquidating trust, the certificated Stock of which is issued to the then shareholders of Futuresouth, (vi) merge or consolidate Seller with any other Person; (vii) engage in any discussions, or solicit or encourage any discussions, regarding the Leased Site or the Lease, except as provided for herein; or (viii) agree to do any of the foregoing. Seller will promptly notify Buyer in writing upon the occurrence of any Material Adverse Change or event which could have a Material Adverse Effect.
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Other Prohibited Transactions. Notwithstanding any other provision of this Agreement to the contrary, the Managing Partner shall not permit or cause the Partnership, the Subsidiary General Partner, or any Subsidiary to take any of the following actions with respect to any Property in the absence, in each instance, of the prior written consent of BIT Partner: (a) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall enter into any agreement or Lease with respect to any Property which contains any provision for the payment of rental or other sums based in whole or in part on the income or profits (other than gross receipts) derived by the other contracting party thereunder from the premises demised thereby as determined in accordance with Code Section 512(b)(3)(B)(ii) and the Treasury Regulations promulgated thereunder; (b) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall enter into any agreement or Lease relating to any Property under or in connection with which the rent or other payment attributable to personal property for any year exceeds ten percent (10%) of the total rents received under or in connection with such agreement or Lease as determined in accordance with Code Section 512(b)(3)(A)(ii) and the Treasury Regulations promulgated thereunder; (c) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall provide any services which are primarily for the convenience of the tenants of any Property and are other than services usually or customarily rendered in connection with the rental for occupancy only of industrial/warehouse space, as more particularly described in Treasury Regulations Section 1.512(b)-1(c)(5) (and provisions for the tenants' use of parking spaces and storage areas, if any, shall be included in the tenants' occupancy leases without separately stated charges for such use); (d) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall sell or otherwise dispose of the Property in any manner that would cause the Property to be treated as property held primarily for sale to customers in the ordinary course of the Partnership's trade or business as determined in accordance with Code Section 512(b)(5)(A) or (B) and the Treasury Regulations thereunder; and (e) At any time that any Property would otherwise be considered debt-financed property for purposes of Code Section 514, the Partnership will meet the requirements of Code Section 514(c)(9)(B)(i) through (vi), s...
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Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts for each Funded MCA Project and the Bond Documents, the Borrower has not (i) sold or transferred any property or assets to, or purchased or acquired any property or assets of, or (ii) otherwise engaged in any other transaction in connection with, any other Governmental Authority (including the Governmental Authorities of the State) the terms and provisions of which are materially adverse to the Borrower or that could reasonably be expected to have a Material Adverse Effect.
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Other Prohibited Transactions. Employees may not acquire securities through initial public offerings except where the security being purchased is part of a tranche available for sale in the United Kingdom to individuals. Employees may not acquire investments in private placement securities (being both unquoted securities or other private placements conducted as part of initial public offering) unless the transaction is specifically pre-cleared by an executive member of the Gartmore Investment Management Board and, in addition, is countersigned by Compliance and provided that "The investment opportunity is not reserved for any clients of the firm the opportunity is not being offered to the employee by virtue of his position within the firm. In addition, if an employee is subsequently involved in the decision to purchase the security for any client, he must disclose his holding to senior management before investing on behalf of the client." Employees may, at certain times (such as the `closed period') be prohibited from dealing in certain specified securities such as National Westminster Bank Plc, and certain closed-end funds for which Gartmore acts as investment adviser or manager. You should note that the additional checks required may lead to delays in execution. An employee may not carry out transactions which he cannot afford to settle if called upon to do so at any time.
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Other Prohibited Transactions. Subject to applicable law and fiduciary duties of Seller’s directors, Seller may not, without the prior written consent of Purchaser (which consent may be given or withheld in Purchaser’s sole discretion), directly or indirectly, by operation of law or otherwise: (i) solicit, initiate, engage or encourage any discussions, proposals or offers, regarding the acquisition of all or substantially all of the assets of the Business (other than sales, purchases and leases of assets in the Ordinary Course of Business), or any equity interest in, or any merger, consolidation or business combination which includes all or any part of the Business; or (ii) agree to do any of the foregoing. Seller shall give Purchaser prompt written notice of any bona fide written indication of interest or proposal from any Person with respect to any such transaction.
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Related to Other Prohibited Transactions

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are: a. the sale, exchange, or leasing of any property between you and your account; b. the lending of money or other extensions of credit between you and your account; or c. the furnishing of goods, services, or facilities between you and your account. If you are under age 59½, you may also be subject to the 10% penalty tax on early distributions in addition to ordinary income taxes.

  • What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.

  • 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.

  • Prohibited Transfers (a) In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Effect of Prohibited Transfer The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

  • Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

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