Estate Planning Transfer means a Transfer by a Restricted Stockholder of any Equity Securities to his or her Family Members for bona fide estate planning purposes.
Estate Planning Transfer means any inter vivos or testamentary Transfer by a Person of all or any portion of the direct or indirect beneficial ownership interest in a Restricted Party to (a) one or more immediate family members of such Person or (b) a trust or other entity in which all the beneficial interest is held by such Person or one or more immediate family members of such Person; provided, that in each case (i) such Transfer is made in connection with such Person’s bona fide, good faith family or estate planning, (ii) no change in Control of Owner or Operating Tenant results therefrom, (iii) no such Transfer has an adverse effect on the bankruptcy remote status of Owner or Operating Tenant under the requirements of any Rating Agency, (iv) no such Transfer is to an Embargoed Person and (v) (x) prior to the Securitization, Lender shall have performed searches and/or received other diligence such that Lender is in compliance with Lender’s then current “know your customer” requirements, (y) after the Securitization, to the extent that any Transfer will result in the transferee (either itself or collectively with its affiliates) owning a 10% or greater equity interest (directly or indirectly) in Owner or Operating Tenant, Lender shall have received OFAC Searches related to any such transferee and (z) to the extent that any Transfer will result in the transferee (either itself or collectively with its affiliates) owning a 50% or greater equity interest (directly or indirectly) in Owner or Operating Tenant, Lender shall have received acceptable litigation searches. The term, “immediate family members” shall mean the spouse, siblings, parents, children and grandchildren of any Person.
Estate Planning Transfer shall have the meaning set forth in Section 13.2 hereof.
Examples of Estate Planning Transfer in a sentence
The transferee of an Estate Planning Transfer shall receive and hold the Common Shares so transferred subject to the provisions of this Agreement, including but not limited to this Section II.13.
This Agreement will bind the transferee of any Estate Planning Transfer to the exact terms and conditions of this Agreement.
Topics: Power of Attorneys, Ad- vance Health Care Directives, Probate and Estate Planning, Transfer on Death Deeds, Medicaid & Long-Term Care.After the workshop there will be a Power of Attorney & Advance Health Care Directive Clinic (11:30-12:30pm).
Unless a Stockholder makes a Permitted Estate Planning Transfer under paragraph 2 of this agreement, upon the death of any Stockholder, the surviving Stockholders may elect to purchase all of such decedent’s shares of Stock as set forth in paragraph c of this Section 5.
The foregoing shall not be deemed to grant to RSI Management any equitable or legal right to request or inspect copies of the tax returns or personal records of S/S, SL or SS (or any transferee of SL or SS in an Estate Planning Transfer), but RSI Management may require that S/S, SL and/or SS certify as to whether any such reduction has been effected.
More Definitions of Estate Planning Transfer
Estate Planning Transfer means a Transfer of Units by a Member that is an individual for bona fide estate planning purposes for the benefit of their spouse or direct or indirect descendants where such Member retains ultimate control over the disposition and voting of such Units prior to death, and where such Member and such Units remains subject to the terms of this Agreement that would otherwise be applicable to such Member and such Units prior to death.
Estate Planning Transfer means any transfer, for estate or gift planning purposes of a Managing Director, of the direct or indirect Interest (but not voting or management authority) of a Class B Member or any Class B Units to a spouse, lineal descendant, Affiliate of the Member (or, if the Member is an entity, of an ultimate beneficial owner of the Member), or, provided any such transfer is for no consideration, other Person (excluding any competitor of Reckson Services, RA or the Operating Partnership), or a trust for the benefit of any such spouse, lineal descendant, Affiliate or, provided any such transfer is for no consideration, to a trust for the benefit of such other Person (excluding any competitor of Reckson Services, RA or the Operating Partnership).
Estate Planning Transfer will mean any transfer made during the life of an Investing Shareholder without value, or for less than full consideration, by way of a marital partition agreement and/or a transfer of all or any part of the Investing Shareholder’s shares of Company Securities to a trust whose beneficiary or beneficiaries are the Investing Shareholder and/or the spouse of an Investing Shareholder, and/or the descendants of an Investing Shareholder, and/or one or more beneficiaries qualified to receive a charitable gift under Section 170(c) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law (the “Code”). This Agreement will bind the transferee of any Estate Planning Transfer to the exact terms and conditions of this Agreement.
Estate Planning Transfer means a Transfer by an individual of all or a portion of his or her interest to either of the following (each, a “Trust”): (i) an inter vivos trust (i.e., a revocable living trust or family trust), established for the benefit of such individual and/or any member of his or her Immediate Family, or (ii) an irrevocable trust established for the primary benefit of such individual and/or such individual’s Immediate Family, provided that (A) the individual is either the sole trustee of the Trust or the individual and his or her spouse (as to each individual, his or her “Spouse”) are the only two (2) acting co-trustees of said Trust and, with respect to the interest, the individual retains sole management and control over all voting and approval rights associated with the interest transferred (whether as a “special trustee” or otherwise), and (B) the transferred interest remains subject to the terms and conditions of this Agreement. “Immediate Family” shall mean an individual’s Spouse, children and grandchildren (including legally adopted children).
Estate Planning Transfer means any inter vivos or testamentary Transfer by a Person of all or any portion of the direct or indirect beneficial ownership interest in a Restricted Party to (i) one or more immediate family members of such Person or (ii) a trust or other entity in which all the beneficial interest is held by such Person or one or more immediate family members of such Person; provided, that in each case (A) such Transfer is made in connection with such Person’s bona fide, good faith estate planning, (B) no change in Control of any such Restricted Party results therefrom, and (C) no such Transfer has an adverse effect on the bankruptcy remote status of Borrower under the requirements of any Rating Agency. The term, “immediate family members” shall mean the spouse, children, stepchildren, grandchildren and any lineal descendants of the Person in question.
Estate Planning Transfer will mean any transfer made during the life of a Shareholder without value, or for less than full consideration, by way of a marital partition agreement and/or a transfer of all or any part of the Shares to a trust whose beneficiary or beneficiaries are the Shareholder and/or the spouse of a Shareholder, and/or the descendants of a Shareholder, and/or one or more beneficiaries qualified to receive a charitable gift under Section 170(c) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law (the “Code”). This Agreement will bind the transferee of any Estate Planning Transfer to the exact terms and conditions of this Agreement.
Estate Planning Transfer means any transfer to a spouse of any of the owner or owners, issue of any of the owner or owners, spouse of an issue of any of the owner or owners, or an entity controlled by or for the benefit of any of the preceding. Further, this Section Thirty-Five shall not apply to any mortgage lender who acquires the lessor's interest in the Premises after foreclosure or by deed in lieu of foreclosure or the purchaser at foreclosure sale or any of their assigns. SECTION THIRTY-SIX SUBORDINATION This lease shall be subordinate to any mortgages or trust deeds that may hereafter be placed on the Premises and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions thereof, provided the mortgagee or trustee named in such mortgages or trust deeds shall agree to recognize the lease of lessee in the event of foreclosure if lessee is not in default. In the event any mortgagee or trustee shall elect to have this lease prior to the lien of its mortgage or trust deed on such mortgagee or trustee giving notice in writing to lessee to that effect, this lease shall be deemed prior to the lien of such mortgage or trust deed, whether this lease is dated prior or subsequent to the date of such 10(d)(2)-31 mortgage or trust deed or the date of recording thereof. Lessee shall execute and deliver whatever instruments may be required for such purpose, and failing to do so within twenty (20) days after demand in writing does hereby make, constitute, and irrevocably appoint lessor as its attorney-in-fact and in its name, place and stead so to do. Lessor's interest in the Premises is as a lessee under an approximately 98 year ground lease between Town Center, LLC, as ground lessor, and lessor, as ground lessee (the "Ground Lease"). This lease and all of lessee's rights hereunder are subject to the terms and provisions of the Ground Lease until and unless lessor acquires a fee simple interest in the Premises. Provided lessee is not in default under this lease, lessor will use its good faith efforts to comply with all of the terms and conditions of the Ground Lease. SECTION THIRTY-SEVEN TIME OF THE ESSENCE Time is of the essence of this lease, and of each and every covenant, term, condition and provision hereof.