Plan Assets. is not an employee benefit plan as defined in [Section 3] of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in ’s hands and transactions by or with are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.
Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.
No Plan Assets. Each of the following representations is true, correct and complete with respect to , any SPE Party and Guarantor: it does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan”, as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA or Section 4975 of the IRS Code, and none of the assets of such Person constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, # such Person is not a “governmental plan” within the meaning of [Section 3(32)] of ERISA and # transactions by or with such Person are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA which is similar to the provisions of [Section 406] of ERISA or Section 4975 of the IRS Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement including, but not limited to, the exercise by of any of its rights under the Loan Documents.
None of the Borrowers sponsors, is obligated to contribute to, or is itself an “employee benefit plan,” as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA, and none of the assets of any Borrower constitutes or will constitute, during the term of the Loan, “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA. In addition, none of the Borrowers is a “governmental plan” within the meaning of [Section 3(32)] of ERISA.
Plan Assets; Prohibited Transactions. None of the Borrowers is 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 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). The Company and its Subsidiaries have not engaged in any prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code which could reasonably be expected to result in liability, individually or in the aggregate, having a Material Adverse Effect; and neither the execution of this Agreement nor the making of Loans (assuming that the Lenders do not fund any of the Loans with any “plan assets” as defined under ERISA) hereunder give rise to a non-exempt prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code.
Assets. Except for those to be transferred to or replaced by the LP, the LLC or Sinclair as contemplated by the terms of this Agreement, including certain Contracts, digital arrangements and IT systems, and employee matters, as set forth in [Article 4] hereof, and except for those used to provide administrative, accounting, legal, HR, IT, engineering and other back office and management services from locations other than Austin, Texas, Emmis does not own material assets that are used in the operation of the Stations.
# has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to , was the sole owner of such Purchased Asset and had
Investment Assets. The Ceding Company has valid title to all of the Initial Funds Withheld Account Assets, free and clear of any liens, pledges or other encumbrances.
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for # Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and # Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
Non-Transferable Assets. Except as set forth above with respect to Restricted Material Contracts, from and after the Closing, with respect to each Purchased Asset which is not assignable or transferable to the Purchaser at the Closing (each a “Non-Transferable Asset”), until the earlier to occur of # such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to the Purchaser, # such time as the material benefits intended to be transferred or assigned to the Purchaser have been procured by alternative means and # the date that is following the Closing, # the Non-Transferable Assets shall be held by the Seller exclusively for the benefit of the Purchaser and # the Seller and the Purchaser shall cooperate in any good faith, arrangement designed to provide or cause to be provided to the Purchaser the material benefits intended to be transferred or assigned to the Purchaser under each of the Non-Transferable Assets and to cause the Purchaser to bear the burdens of the Non-Transferable Assets (and if such arrangements are made, the Purchaser shall indemnify the Seller and the Seller Affiliates for any Liabilities associated with each of the Non-Transferable Assets), in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law.
Transferred DB Assets. The Employer may transfer an amount to this Plan from the Employer's terminated defined benefit plan in accordance with Code §4980(d)(2)(B). The amounts transferred into this Plan shall be held in a "transferred assets suspension account." Amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated in the same manner and to the same Participants that Employer Nonelective Contributions are allocated, as described in [Section 4.3]. If the Plan does not provide for Nonelective Contributions, then the amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated to each Participant eligible to share in al locations in the same ratio as such Participant's Compensation bears to the total Compensation of all Participants eligible to share in allocations.
Title to Assets. The and each Subsidiary has good and marketable title to each of its assets free of security interests, mortgages or other liens or encumbrances, except as set forth on the Schedule titled “Permitted Liens” or pursuant to the ’s prior written consent.
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holders written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:
Disposal of Assets. Convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any Loan Party’s assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except for Permitted Dispositions or transactions expressly permitted by [Sections 6.3, 6.9 or 6.11]1]1].
Title to Assets. Each of SRSG and Merger Sub has good and marketable title to all of its Assets and Properties or interests in Assets and Properties reflected in the SRSG Financial Statements or acquired after the date of the SRSG Financial Statements, except for any liens for current Taxes not yet due and payable and except for liens, encumbrances, security interests and imperfections of title disclosed in [Section 3.21 of Schedule A], which liens, encumbrances, security interests and imperfections of title do not and will not # materially detract from or interfere with the use of the Assets and Properties subject thereto or affected thereby, or # otherwise materially impair business operations involving such Assets and Properties.
Transfer of Assets. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, its successors and assigns all of Sellers right, title and interest in, to and under the Acquired Assets to have and to hold forever, together with all rights and privileges thereto, and Buyer hereby purchases such Acquired Assets and accepts such conveyance, transfer, assignment and delivery from Seller.
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