Prohibition of Transfers in Violation of ERISA Sample Clauses
The Prohibition of Transfers in Violation of ERISA clause prevents the transfer or assignment of interests in a contract or agreement if such actions would breach the requirements of the Employee Retirement Income Security Act (ERISA). In practice, this means that parties are not allowed to sell, assign, or otherwise transfer their rights or obligations under the agreement to individuals or entities whose involvement would cause the agreement to fall out of compliance with ERISA regulations. This clause is essential for ensuring that the agreement remains legally compliant and that the parties avoid penalties or legal issues related to improper transfers involving retirement or benefit plan assets.
Prohibition of Transfers in Violation of ERISA. In addition to the prohibitions set forth in Section 12.2 above, Borrower shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in the Project, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of Lender’s rights in connection therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in Lender being deemed in violation of any applicable provision of ERISA. Borrower agrees to indemnify and hold Lender free and harmless from and against all losses, costs (including reasonable attorneys’ fees and expenses), taxes, damages (including consequential damages) and expenses Lender may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in Lender’s sole judgment or by reason of a breach of the foregoing prohibitions. The foregoing indemnification shall be a recourse obligation of Borrower and shall survive repayment of the Note, notwithstanding any limitations on recourse contained herein or in any of the Loan Documents.
Prohibition of Transfers in Violation of ERISA. In addition to the prohibitions set forth in this Agreement, and not in limitation thereof, Borrower shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in any Collateral, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of the Bank's rights in connection therewith, to constitute a prohibited transaction under ERISA or the Code (unless Borrower furnishes to the Bank a legal opinion reasonably satisfactory to the Bank that the transaction is exempt from the prohibited transaction provisions of ERISA and the Code) or otherwise result in the Bank being deemed in violation of any applicable provision of ERISA. Borrower agrees to indemnify and hold the Bank free and harmless from and against all losses, costs (including reasonable attorneys' fees and expenses), taxes, damages (including consequential damages) and expenses the Bank may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in the Bank's sole judgment or by reason of a breach of the foregoing prohibitions.