Prohibited Party. As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.
Prohibited Party. Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.
Prohibited Party means (i) a Person that is a proposed Servicing Function Participant that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, seeks to retain as a Servicing Function Participant and that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, has actual knowledge (obtained by written notice or through actual experience) has failed to comply (after any applicable cure period) with its Exchange Act or Regulation AB compliance obligations with respect to the Trust on any prior date or any other securitization transaction or (ii) any Person identified in writing (delivered prior to the date of retention) by the Depositor to the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, as a Person that the Depositor has knowledge has failed on any prior date to comply (after any applicable cure period) with its Exchange Act or Regulation AB obligations with respect to the Trust or any other securitization transaction.
Examples of Prohibited Party in a sentence
Marriott may Transfer this Agreement to an Affiliate that assumes, in writing, all of its obligations under this Agreement and is reasonably capable of performing its obligations, without the consent of, or prior notice to, Sonder, so long as (i) Marriott remains liable for any and all obligations hereunder, and (ii) the Affiliate is not a Prohibited Party.
Any Transfer (or series of Transfers) to a Prohibited Party 25% or more of the ultimate ownership of an Operated Property Owner.
Other than a Transfer of publicly-traded securities purchased on the open market, pursuant to a registration statement or through a registered broker/dealer or investment adviser, no Transfer of any Ownership Interest in Sonder, any Covered Sonder Party, any Property, or this Agreement will be made to a Prohibited Party.
Any Transfer (or series of Transfers) of 25% or more of the ultimate ownership of Marriott to a Prohibited Party.
More Definitions of Prohibited Party
Prohibited Party has the meaning set forth in Section 4.29(b).
Prohibited Party means all travel partners of the Company who (a) have contracted for regular chartered air service with the Company during the one (1) year period prior to the date of termination of employment, or (b) have been solicited as potential travel partners of the Company at a meeting held at any time during the one (1) year period prior to the date of termination of employment of Employee.
Prohibited Party means, collectively, (x) any Person that had an agreement, understanding, arrangement, or engaged in substantial negotiations (within the meaning of Treasury Regulation Section 1.355-7), in each case, regarding an acquisition of Equity Stock, or capital stock of Liberty, Splitco or The DIRECTV Group, Inc. during the two (2) year period preceding the Split-Off and (y) (i) any Person from whom ownership of Equity Stock would be attributed to the Person described in clause (x) hereof for purposes of Section 355(e) of the Code and (ii) any member of a “coordinating group” as defined in Treasury Regulation Section 1.355-7(h)(4) that includes the Person described in clause (x) hereof (or any Person from whom ownership of Equity Stock would be attributed to such member for purposes of Section 355(e) of the Code).
Prohibited Party. A party that is a proposed Servicing Function Participant that a Master Servicer, a Special Servicer or the Trustee, as applicable, seeks to retain as a Servicing Function Participant and as to which the Master Servicers, the Special Servicers or the Trustee, as applicable, has actual knowledge that such proposed party on any prior date failed to comply with its Exchange Act or Regulation AB obligations with respect to the Subject Securitization Transaction or any other commercial mortgage securitization. In addition, a Prohibited Party shall be any Person identified in writing (delivered prior to the date of retention) by the Depositor to the Master Servicers, the Special Servicers or the Trustee, as applicable, that seeks to retain such Person as a Person which the Depositor has knowledge that such party on any prior date failed to comply with its Exchange Act or Regulation AB obligations with respect to the Subject Securitization Transaction or any other commercial mortgage securitization.
Prohibited Party means any person or entity which is, at any time during the Noncompete Restricted Period, involved, directly or indirectly, in any Prohibited Activity, or which has a majority ownership interest in, or the right to acquire a majority ownership interest in, or controls, directly or indirectly, as a matter of legal right or in practical effect, any person or entity which is engaged in any Prohibited Activity.
Prohibited Party. Any party, in the case of the Master Servicer, the Special Servicer or the Trustee, that is listed on the Depositor’s Do Not Hire List.
Prohibited Party means (i) a Person that is a proposed Servicing Function Participant that the Master Servicer, any Primary Servicer, the Paying Agent, the Special Servicer or the Trustee, as applicable, seeks to retain as a Servicing Function Participant and that the Master Servicer, any Primary Servicer, the Paying Agent, the Special Servicer or the Trustee, as applicable, has actual knowledge failed on any prior date to comply with its Exchange Act or Regulation AB obligations with respect to the Trust or any other commercial mortgage securitization or (ii) any Person identified in writing (delivered prior to the date of retention) by the Depositor to the Master Servicer, any Primary Servicer, the Paying Agent, the Special Servicer or the Trustee, as applicable, as a Person that the Depositor has knowledge has failed on any prior date to comply with its Exchange Act or Regulation AB obligations with respect to the Trust or any other commercial mortgage securitization.