Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower of property other than cash.
Rollovers Generally, a rollover is a movement of cash or assets from one retirement plan to another. Both the distribution and the rollover contribution are reportable when you file your income taxes. You must irrevocably elect to treat such contributions as rollovers. Xxxx XXX-to-Xxxx XXX Rollover. You may withdraw, tax free, all or a portion of your Xxxx XXX if you contribute the amount withdrawn into the same or another Xxxx XXX as a rollover. When completing a rollover from a Xxxx XXX to a Xxxx XXX, you must generally complete the rollover transaction within 60 days from the date you receive the distribution from the distributing Xxxx XXX. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not on the date you complete the rollover transaction. Amounts withdrawn (including any amounts withheld for federal, state, or other income taxes that you did not receive) that are not rolled over will be treated as a distribution from the Xxxx XXX and may be subject to tax and/or early distribution penalty. Employer Retirement Plan-to-Xxxx XXX Rollover (by Xxxx XXX Owner). Eligible rollover distributions consisting of designated Xxxx contributions (and earnings thereon) from a 401(k), 403(b), or 457(b) plan may be rolled over, directly or indirectly, to your Xxxx XXX. You are solely responsible for tracking the taxable and nontaxable amounts of the assets rolled over. If you roll over a nonqualified distribution from a designated Xxxx account in a 401(k), 403(b) or 457(b) plan to a Xxxx XXX, the portion of the distribution that constitutes the contribution basis is treated as basis in your Xxxx XXX. If you roll over a qualified distribution from a designated Xxxx account in a 401(k), 403(b) or 457(b) plan, the entire amount of the rollover contribution is considered basis in the Xxxx XXX. Eligible rollover distributions from qualifying employer retirement plans may be rolled over, directly or indirectly, to your Xxxx XXX, if you meet applicable eligibility requirements. Qualifying employer retirement plans include qualified plans (e.g., 401(k) plans or profit sharing plans), governmental 457(b) plans, 403(b) arrangements, and 403(a) arrangements. Amounts rolled over from an employer plan to a Xxxx XXX (other than amounts distributed from a designated Xxxx account) are generally treated as taxable distributions from your employer retirement plan (except for amounts representing after-tax employee contributions). However, the premature distribution penalty (that typically applies to taxable withdrawals taken prior to age 59½) does not apply to amounts rolled over from your employer‘s retirement plan to your Xxxx XXX. Required minimum distributions may not be rolled over. To complete a direct rollover, from an employer plan to your Xxxx XXX, you must generally instruct the plan administrator to send the distribution directly to your Xxxx XXX Custodian. To complete an indirect rollover to your Xxxx XXX, you must generally request that the plan administrator make a distribution directly to you. You typically have 60 days from the date you receive an eligible rollover distribution to complete an indirect rollover. If you choose the indirect rollover method, the plan administrator is typically required to withhold 20% of the eligible rollover distribution amount for purposes of federal income tax withholding. You may, however, make up the withheld amount out of pocket and roll over the full amount. If you do not make up the withheld amount out of pocket, the 20% withheld (and not rolled over) will be treated as a distribution, subject to applicable taxes and penalties. Employer Retirement Plan-to-Xxxx XXX Rollover (by Inherited Xxxx XXX Owner). Please refer to the section of this document entitled “Inherited Xxxx XXX.” Xxxx XXX-to-Employer Plan Rollovers Not Permitted. Distributions from your Xxxx XXX are not eligible for rollover to a designated Xxxx account in a 401(k), 403(b), or 457(b) plan. Conversions to Xxxx IRAs. Generally, you may convert all or a portion of your Traditional IRA (or SIMPLE IRA) to a Xxxx XXX provided you meet any applicable eligibility requirements as defined in the Code and Regulations. To complete a conversion of a SIMPLE IRA distribution to a Xxxx XXX, at least two years must have elapsed from the date on which you first participated in any SIMPLE IRA Plan maintained by the employer. Except for amounts that represent basis, amounts converted are generally treated as taxable distributions. However, the premature distribution penalty that typically applies to taxable withdrawals taken prior to age 59½, does not apply to amounts converted from a Traditional IRA (or SIMPLE IRA) to a Xxxx XXX. Required minimum distributions may not be converted. Conversions are not subject to the 12 month rollover restriction that typically applies to rollovers between IRAs. Rollover of Exxon Xxxxxx Settlement Income. Certain income received as an Exxon Xxxxxx qualified settlement may be rolled over to a Xxxx XXX or another eligible retirement plan. The amount contributed cannot exceed the lesser of $100,000 (reduced by the amount of any qualified settlement income contributed to an eligible retirement plan in prior tax years) or the amount of qualified settlement income received during the tax year. Contributions for the year can be made until the due date for filing your return, not including extensions. Qualified settlement income that is contributed to a Xxxx XXX is included in your taxable income for the year the qualified settlement income was received, and treated as part of your cost basis (investment in the contract) in the Xxxx XXX that is not taxable when distributed. Rollover of Military Death Gratuity or Servicemembers’ Group Life Insurance (SGLI) Program. Eligible death payments including military death gratuities and SGLI payments may be rolled over, tax-free into a Xxxx XXX. The amount you can roll over to your Xxxx XXX cannot exceed the total amount that you received reduced by any part of that amount that was contributed to a Xxxxxxxxx ESA or another Xxxx XXX. Any military death gratuity or SGLI payment contributed to a Xxxx XXX is disregarded for purposes of the 12-month waiting period between rollovers. The rollover must be completed within one year of the date on which the payment is received. The amount contributed to your Xxxx XXX is treated as part of your cost basis (investment in the contract) in the Xxxx XXX that is not taxable when distributed. You can contribute (roll over) all or part of the amount received to your Xxxx XXX. RECHARACTERIZATIONS Recharacterizing a Contribution/Conversion. You may “recharacterize” a contribution/conversion made to one type of IRA (either Traditional or Xxxx XXX) and treat it as if it was made to a different type of IRA (Traditional or Xxxx XXX). Both the contribution/conversion amount and the net income attributable to the contribution/conversion must be transferred. If there was a loss, the amount of any loss will reduce the amount you recharacterize. The deadline for completing a recharacterization is your tax return due date (including any extensions) for the year for which the contribution/conversion was made to the first IRA. Recharacterization requests must be made in a form and manner acceptable to the Custodian. Report recharacterizations to the IRS by attaching a statement to your Form 1040. You may also need to file Form 8606 with your income taxes. For assistance with recharacterizations, refer to IRS Pub. 590-A and/or your tax advisor. Reconversion. A reconversion occurs when you convert Traditional IRA (or SIMPLE IRA) assets that have been previously converted and recharacterized. A reconversion must occur in a subsequent year to the prior conversion, or if later, after 30 days have elapsed since the recharacterization. TRANSFERS Transfers. You may move your Xxxx XXX from one trustee or custodian to a Xxxx XXX maintained by another trustee or custodian by requesting a direct transfer. Federal law does not limit the number of transfers you may make during any year. Transfers Incident to Divorce. Under a valid divorce decree, separate maintenance decree, or other valid court order, your Xxxx XXX may be transferred to your ex- spouse or you may receive all or part of your ex-spouse’s Xxxx XXX.
Further Limitations Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.
Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.