Prohibited Event Sample Clauses

Prohibited Event. (a) In the event a Funding Party notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Party.
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Prohibited Event. In the event a Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in any Borrower Party or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in any Borrower Party, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties shall cooperate with each other to attempt to correct any potential non-exempt prohibited transaction resulting therefrom in accordance with Section 4975(f)(5) of the Internal Revenue Code. Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the potential non-exempt prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also cooperate to attempt to replace such affected Lender.
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Prohibited Event. In the event a Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in any Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in any Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3‑21(c)) with respect to such investment, the parties shall cooperate with each other to avoid (and if relevant, correct) any potential prohibited transaction resulting therefrom in accordance with Section 4975(f)(5) of the Internal Revenue Code, at the cost of such Lender. Notwithstanding anything to the contrary herein or in any other Loan Document, any such correction shall prevent the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to address the potential prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also cooperate to replace such affected Lender.
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Related to Prohibited Event

  • 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.

  • Prohibited Actions The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.

  • Prohibited Person New Borrower warrants and represents, after review of the website identified below, that neither New Borrower nor Principal nor any of their respective officers or directors is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (“EO13224“), (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC“) most current list of “Specifically Designated Nationals and Blocked Persons“ (which list may be published from time to time in various media including but not limited to, the OFAC website, hxxx://xxx.xxxxx.xxx/xxxxxxx/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports “terrorism“, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] – [iv] above are herein referred to as a “Prohibited Person“). New Borrower covenants and agrees that neither New Borrower nor Principal nor any of their respective officers or directors will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers or directors is a Prohibited Person and (y) neither New Borrower nor Principal nor any of their respective officers or directors has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224.

  • 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.

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