Common use of Representation and Warranties of Buyer Clause in Contracts

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Xxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx of this Agreement, the performance by Xxxxx of its obligations hereunder and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) No pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Buyer’s obligations or covenants to Seller. (d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plan.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) a. Xxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder hereunder, including to issue the XXXX Shares to Seller, and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx such Buyer of this Agreement, the performance by Xxxxx such Buyer of its obligations hereunder and the consummation by Xxxxx such Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of such Buyer. This Agreement has been duly executed and delivered by such Xxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms. (c) No pending orb. The Buyer did not become aware of the Seller’s desire to sell the 6.0% Assigned Interest, nor were same offered to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the consummation by any form of general solicitation or general advertising. c. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or would declare illegal, invalid or non-binding any on behalf of the Buyer’s obligations or covenants to Seller. (d) d. Buyer certifies that the Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf of: (i) an “employee benefit planaccredited investor” within as such term is defined in Regulation D under the meaning Securities Act of Section 3(3) of ERISA1933, as amended; (ii) not a “planU.S. person” within as such term is defined in Regulation S under the meaning of Section 4975 of the Code, or Securities Act; (iii) not an entity deemed accredited investor; or (iv) is neither an accredited investor or a non-“U.S. person”. e. Buyer understands that the 6.0% Assigned Interest have not been registered for public sale, that the Buyer will not be able to hold “plan assets” within transfer or make any other disposition of same without the meaning prior written approval of 29 C.F.R. §2510.3-101the Seller and other members of 4280 Manager. f. Except for the representations and warranties contained in Section 9, as modified by Section 3(42) Buyer, nor any director, officer, employee, or agent of ERISAXxxxx has made or makes any other express or implied representation or warranty, either written or oral, on behalf of any such employee benefit plan or planXxxxx.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited partnership company duly organized, validly existing and in good standing under the laws of the State of DelawareHong Kong. (b) Xxxxx Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx Buyer of this Agreement, the performance by Xxxxx Buyer of its obligations hereunder and the consummation by Xxxxx Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership company action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (d) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the consummation of transactions contemplated by this Agreement. (f) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or would declare illegal, invalid or non-binding any on behalf of Buyer’s obligations or covenants to Seller. (d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plan.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Xxxxx Bxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx Bxxxx of this Agreement, the performance by Xxxxx Bxxxx of its obligations hereunder and the consummation by Xxxxx Bxxxx of the transactions contemplated hereby have been duly authorized by all requisite limited partnership liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx Bxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) No pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Buyer’s obligations or covenants to Seller. (d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx Bxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plan.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller the other Parties as follows: (a) Buyer is acquiring the Purchased Shares solely for its own account for investment purposes and not with a limited partnership duly organizedview to, validly existing and or for offer or sale in good standing connection with, any distribution thereof. Buyer acknowledges that the Purchased Shares are not registered under the laws Securities Act of 1933, as amended, or any state securities laws, and that the Purchased Shares may not be transferred or sold except pursuant to the registration provisions of the State Securities Act of Delaware1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (b) Xxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx of this Agreement, the performance by Xxxxx of its obligations hereunder and the consummation by Xxxxx of the transactions contemplated hereby HMI Shares have been duly authorized authorized, are validly issued, fully paid and non-assessable, and are issued by HMI free and clear of all requisite limited partnership action on Encumbrances, except that the part HMI Shares are not registered under the Securities Act of Buyer1933 and Buyer and HMI shall have no obligation to register the HMI Shares. This Agreement has been duly executed and delivered by Xxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) No pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the Upon consummation of the transactions contemplated by this Agreement or would declare illegalAgreement, invalid or Seller shall own the HMI Shares, free and clear of all Encumbrances, except as noted above. 8. Representation and Warranties of HCT, CGH and MCB. HCT, CGH and MCB each hereby represent and warrant to the other Parties as follows: (a) The shares of HCT have been duly authorized, are validly issued, fully paid and non-binding any assessable, and are owned of Buyer’s record and beneficially by CGH and MCB, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Company shall own all of the shares of HCT, free and clear of all Encumbrances. (b) Complete copies of the HCT's financial statements consisting of the balance sheet of HCT as at December 31 in each of the years 2021, 2020 and 2019, and the first quarter of 2022, and the related statements of income and retained earnings, stockholders' equity and cash flow for the years then ended (the "Financial Statements"), have been delivered to Buyer (or in the case of 1Q 2022 shall be delivered to Buyer as soon as available, but not later than fifteen days prior to Closing). The Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the Netherlands (“GAAP”) applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records of HCT, and fairly present in all material respects the financial condition of HCT as of the respective dates they were prepared and the results of the operations of HCT for the periods indicated. The balance sheet of HCT as of December 31, 2021 is referred to herein as the "Balance Sheet" and the date thereof as the "Balance Sheet Date" and the balance sheet of the Company as of March 31, 2022 is referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet Date". HCT maintains a standard system of accounting established and administered in accordance with GAAP. (c) HCT has no liabilities, obligations or covenants to Seller.commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise ("Liabilities"), except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance (d) Buyer is not a Prohibited Person. Buyer has implemented proceduresSince the Balance Sheet Date, and will consistently apply those proceduresother than in the ordinary course of business consistent with past practice, there has not been, with respect to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transactionHCT, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf ofany: (i) an “employee benefit plan” within event, occurrence or development that has had, or could reasonably be expected to have, individually or in the meaning of Section 3(3) of ERISAaggregate, a material adverse effect; (ii) a “plan” within the meaning of Section 4975 amendment of the Codecharter, by-laws or other organizational documents of HCT; (iii) an entity deemed declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (iv) material change in any method of accounting or accounting practice of HCT, except as required by GAAP or as disclosed in the notes to hold “plan assets” within the meaning Financial Statements; (v) entry into any Material Contract; (vi) incurrence, assumption or guarantee of 29 C.F.R. §2510.3-101any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (vii) transfer, as modified assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (viii) material damage, destruction or loss (whether or not covered by insurance) to its property; (ix) any capital investment in, or any loan to, any other party; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any third party or any division thereof; (e) Section 3(428(e) of ERISAthe Disclosure Schedules lists each of the following contracts of HCT (such contracts, together with all contracts concerning the occupancy, management or operation of any such employee benefit plan real property listed or plan.otherwise disclosed in Section 8(j)(ii) of the Disclosure Schedules being “Material Contracts”):

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida. (b) Xxxxx Buyer has all requisite power and authority (including, without limitation, the resolutions adopted by the sole manager of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby) to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx Buyer of this Agreement, the performance by Xxxxx Buyer of its obligations hereunder and the consummation by Xxxxx Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the availability of equitable remedies. (c) Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (d) No governmental, administrative or other third-party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the consummation of transactions contemplated by this Agreement. (f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or would declare illegal, invalid or non-binding any on behalf of Buyer’s obligations or covenants to Seller. (d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx Buyer, in connection with making its decision to enter into this transactionAgreement and consummate the transactions contemplated herein, is neither relying on any representations or warranties of any person(s) other than Sellers nor its own due diligence investigation; rather Buyer is solely relying on the representations and warranties of Sellers expressly set forth in Section 4 of this Agreement. (h) Buyer is not able to evaluate the risks and benefits of acquiring the Shares, is able to bear the economic risk of owning the Shares for an indefinite period of time, and is not acting on behalf of: (i) able to bear the loss of its entire investment in the Shares. Buyer is an “employee benefit planaccredited investor” within the meaning of Section 3(3Rule 501(a) of ERISA, (ii) a “plan” within Regulation D promulgated under the meaning of Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or planSecurities Act.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer Xxxxx is a limited partnership duly organized, validly existing an individual and in good standing under his capacity as an officer and director (or ex-officer and ex-director) of Seller, confirms that Seller is the laws sole shareholder of NuZee KOREA Ltd and NuZee Investment Co., Ltd, and has no knowledge of any matter that may render any representations and warranties of the State of DelawareSeller pursuant to this Agreement untrue. (b) Xxxxx Bxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx of this Agreement, the performance by Xxxxx of its obligations hereunder and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx Bxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) Buyer is acquiring the Sale Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Sale Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Sale Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (d) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the consummation of transactions contemplated by this Agreement. (f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or would declare illegal, invalid or non-binding any of Buyer’s obligations or covenants to Seller. (d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times. (e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached. (f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). (g) No brokers were retained by Xxxxx in connection with this transaction. (h) Buyer is not and is not acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or planBxxxx.