Malkin Family definition

Malkin Family means Executive, Xxxxx X. Xxxxxx, each of their lineal descendants (including spouses of any of the foregoing), any estates of any of the foregoing, any trusts now or hereafter established for the benefit of any of the foregoing, or any corporation, partnership, limited liability company or other legal entity controlled by Executive or any permitted successor in such entity for the benefit of any of the foregoing.

Malkin Family means Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and each of their respective parents, brothers, sisters, spouses, children and any lineal descendants of any of the foregoing, any estates of any of the foregoing and any trusts now or hereafter established for the benefit of the foregoing, and any beneficial or constructive owner of shares of any classes or series of stock of the REIT as described in Section 8.3(a)(v), which shares are also deemed to be beneficially or constructively owned by any other member of the Malkin Family.

Examples of Malkin Family in a sentence

• To a Malkin Family Contributor: One Grand Central Place 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: General Counsel with a copy to: Proskauer Rose LLP Xxxxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx X.

• Each Malkin Family Contributor is an “accredited investor” under the Act.

• The Operating Partnership reserves the right, by written notice to the Malkin Family Contributors, to reallocate any of the Contributed Interests slated for acquisition by the Operating Partnership pursuant to this Agreement, such that the Contributed Interests will instead be contributed to and acquired by the Company or any Subsidiary of the Company or the Operating Partnership; provided that such reallocation does not adversely affect the Tax treatment of the Contributions contemplated herein.

• Each Malkin Family Contributor that is an entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary.

• Each Malkin Family Contributor is able to bear the economic risk of holding the Class B Common Stock and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the Class B Common Stock and/or OP Units.

• COVENANTS 14 Section 4.1 Covenants of the Malkin Family Contributors 14 Section 4.2 Indemnification 15 Section 4.3 Commercially Reasonable Efforts 15 ARTICLE 5.

• None of the Malkin Family Contributors (or if any of the foregoing is a disregarded entity within the meaning of Section 1.1445-2(d)(iii), its sole owner for such purposes) is a foreign person within the meaning of Section 1445 of the Code.

• Each Malkin Family Contributor that is an entity is duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization and, in each case, has all requisite power and authority to enter into this Agreement and each agreement or other document contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby.

• The Malkin Family Contributors, on the one hand, and the Company and the Operating Partnership, on the other hand, shall promptly take any and all such other actions and execute such additional documents prior to and following the Closing as the other may reasonably request in order to effect the transactions contemplated hereby, including the transfer of the Contributed Interests to the Company, the Operating Partnership or a Subsidiary, as the case may be, as contemplated hereby.

• The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Malkin Family Contributor or their controlled Affiliates.