Improper Transfers. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, shall confer no rights or privileges in or with respect to the Company to the purported transferee, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company.
Improper Transfers. In the event that funds are transferred into your Eligible Account as a result of a Payment Instruction and it is determined that such transfer was improper because it was not authorized by the Sender, because there were not sufficient funds in the Sender's account, or because of any other reason, you hereby authorize us or our service provider to withdraw from your Eligible Account an amount equal to the amount of funds improperly transferred to you.
Improper Transfers. Any Transfer or attempted Transfer in breach of this Agreement shall be void ab initio and of no effect. In connection with any Transfer or attempted Transfer in breach of this Agreement, the Company may hold and refuse to give effect thereto in the books and records of the Company and to transfer any Common Shares, Options or any certificate therefor, in addition to and without prejudice to any and all other rights or remedies that may be available to it or the Holders, and the Person(s) engaging in such Transfer or attempted Transfer shall indemnify and hold harmless the Company and each of the Holders from all losses, claims, damages, liabilities and expenses that such indemnified person may incur (including legal fees and expenses) in enforcing the provisions of this Agreement.
Improper Transfers. Any Transfer or attempted Transfer in breach of this Agreement shall be void ab initio and of no effect. In connection with any attempted Transfer in breach of this Agreement, the Company may hold and refuse to Transfer any Company Shares or any certificate therefor, in addition to and without prejudice to any and all other rights or remedies which may be available to it or the Stockholders.
Improper Transfers. The Company shall not recognize on its books any voluntary or involuntary Transfer in violation of this Agreement, and any such purported Transferee shall not be recognized as a Member and shall not be entitled to any rights or powers accorded to a Member under law or this Agreement.
Improper Transfers. During the Relevant Period, Elant engaged in a practice of moving long-term residents with Medicaid coverage to Brandywine from other Elant Homes ("transferring facilities"); Brandywine had more difficulty filling its beds while the transferring facilities were more successful in attracting residents for whom reimbursement would be higher than for the transferred residents; the purpose of the transfers orchestrated by Elant was financial - to enhance revenues at the transferring facilities by filling the openings left by the transferred residents with new, higher reimbursement resident admissions, and to enhance revenues at Brandywine by increasing its census; in March 2009, Elant senior managers used resident transfers to create the impression that Brandywine's census had improved in order to mislead and deter Elant's Board of Directors from selling Brandywine; Elant's transfers of residents for these reasons was improper and violated 10 NYCRR § 415.3(h); Elant failed to fully inform residents as to the transfers, which were stressful, by not disclosing the true purpose behind the moves, in violation of 10 NYCRR § 415.3(h)(l)(i), 18 NYCRR § 515.2(b)(l)(c) and§ 518.l(c); Elant staff members involved knew that the transfers were improper and did not complete required documentation showing the reasons for the transfers, in violation of 10 NYCRR § 415.3(h)(l)(ii).
Improper Transfers. Transfers in violation of this Article VII shall only be effective to the extent set forth in Section 7.8.
Improper Transfers. (1) Sale of a property agreement.
(a) The individual must receive fair market value as a result of arm's length negotiations.
(b) The fair market value of the property agreement at the time of the transfer must be equal to the fair market value of the property given by the individual in exchange for the property agreement.
(c) To establish the fair market value of the property agreement, the individual must present documentation from two knowledgeable sources who are regularly engaged in the business of the public trade, sale, or exchange of the type of property agreement presented, attesting to the market value of the property agreement on the date of the transfer.
(2) Non-sellable property agreements. If the terms of the agreement prohibit or prevent the sale of the agreement, then the assets given in exchange for the agreement will be deemed improperly transferred in accordance with the provisions in the transfer of resources rule 5160:1-3-07.2 of the Administrative Code, if the exchange occurred within the applicable look-back period.
(a) The total value of resources improperly transferred is the value of the assets originally exchanged for the agreement, reduced by the sum total of any repayments made on or before the date of application for medicaid.
(b) The period of restricted coverage must not be reduced based upon anticipated, estimated, or projected future payments to be made under the agreement.
(c) The individual may seek a new eligibility determination and/or a recalculation of the restricted period of coverage based only upon actual repayments made under the terms of the agreement. For the restricted medicaid coverage period to be recalculated the agreement must be paid in full and in accordance with 5160:1-3-07.2 of the Administrative Code.
(d) If the sum total of all repayments made under the agreement are less than the original value of the assets given in exchange for the agreement, then the difference will be deemed improperly transferred if the exchange occurred within the applicable look-back period.
(3) If the individual sells a property agreement for an amount less than the value of assets given in exchange for the agreement, the difference will be deemed improperly transferred as of the date of the sale of the agreement. The individual may rebut the finding of an improper transfer by providing one of the following:
(a) Credible evidence from a knowledgeable source establishing that the market value at the time of sale of the agreem...
Improper Transfers. An Authorized Officer of the Borrower delivers to the Trustee (i) instructions (other than good faith errors or mistakes) to make transfers from the Proceeds Account that constitute a breach of the MSA or (ii) certificates pursuant to which the Trustee is expected to make transfers from the Proceeds Account that include representations that are known by the Borrower to be inaccurate.
Improper Transfers. Any attempt by an Investor to transfer or encumber any of its Company Shares not in accordance with the terms of this Agreement shall be void and ineffective, and the Company shall not give any effect to such attempted transfer or encumbrance in its stock transfer records or otherwise.
