ELDERTRUST Sample Clauses

ELDERTRUST. By: /s/ Xxxxxx X. Xxxxxxx, Xx. -------------------------- Name: Xxxxxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer LIMITED PARTNERS: /s/ D. Xxx XxXxxxxx, Xx. ------------------------ D. Xxx XxXxxxxx, Xx. MGI Limited Partnership By: MGI, Inc. By: /s/ Xxxxxxx X. Xxxxxx ------------------------- Xxxxxxx X. Xxxxxx President /s/ Xxxxxx X. Xxxxxxx, Xx. -------------------------------- Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Senior LifeChoice Corp. Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx. ----------------------------------- Xxxxxx X. Xxxxxxx, Xx. Attorney-in-Fact EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS Class A Class B Agreed Initial Percentage Name and Address of Partner Partnership Partnership Capital Account Interest --------------------------- ----------- ----------- --------------- ---------- GENERAL PARTNER: ElderTrust 7,873 -- $ 141,714 0.100% 000 XxXxxxxx Xxxx Suite 202 Kennett Square, PA 19348 LIMITED PARTNERS: Xxxxxx X. Xxxxxxxxxx 8,330 -- $ 149,940 0.106% 0000 Xxxxxx Xxxx Xxxxx Xxxx Xxxxx, XX 00000 Xxxxxxx X. Xxxxx 13,545 -- $ 243,810 0.172% 0000 Xxxxx Xxxx Xxx Xxxx, XX 00000 ElderTrust 7,382,227 -- $ 132,880,086 93.777% 000 XxXxxxxx Xxxx Suite 202 Kennett Square, PA 19348 Xxxxxxx X. Xxxxxx 5,215 -- $ 93,870 0.066% c/o Genesis Health Ventures, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx, XX 00000
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ELDERTRUST. By: /s/ D. Xxx XxXxxxxx, Xx. ------------------------------ Name: D. Xxx XxXxxxxx, Xx. ----------------------- Title: Chief Financial Officer ----------------------- SUBSCRIBER: /s/ Xxxxxx X. Xxxxxxx, Xx. ----------------------------- Xxxxxx X. Xxxxxxx, Xx. Exhibit A PROMISSORY NOTE October __, 1997 $__________ Kennett Square, Pennsylvania FOR VALUE RECEIVED, the undersigned, Xxxxxx X. Xxxxxxx, Xx. ("Maker"), promises to pay to the order of ElderTrust ("ElderTrust"), a Maryland real estate investment trust ("Holder," which term shall include ElderTrust and any subsequent holder or assignee of this Note), with an office at 000 XxXxxxxx Xxxx, Suite 202, Kennett Square, PA 19348, the principal sum of _____________ Dollars ($_____________) with interest on the unpaid principal balance from time to time outstanding, at the rate set forth below, with payment of principal and interest to be made in lawful money of the United States, in immediately available funds, as follows:
ELDERTRUST. By:__________________________________________ Xxxxxx X. Xxxxxxx, Xx. President and Chief Executive Officer _____________________________________________ Xxxxxxx X. Xxxxxx c/o Genesis Health Ventures, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 Telecopy Number: (000) 000-0000
ELDERTRUST. By -------------------------------------- Name: Title: ELDERTRUST OPERATING LIMITED PARTNERSHIP By: ElderTrust Realty Group, Inc. (its general partner) By -------------------------------------- Name: Title: GENESIS HEALTH VENTURES, INC.
ELDERTRUST. By: ----------------------------- Name: Title:
ELDERTRUST. By: /s/ D. Xxx XxXxxxxx, Xx. ----------------------------- D. Xxx XxXxxxxx, Xx. Vice President & Chief Financial Officer Date of execution: 3/4/98 ------ EMPLOYEE: /s/ Xxxxxx X. Xxxxxxx, Xx. --------------------------- Xxxxxx X. Xxxxxxx, Xx. Date of execution: 3/4/98 ------ As contemplated by the last sentence of Section 2, the parties hereto hereby confirm in writing that the "Effective Date" for purposes of this Agreement means January 30, 1998. EMPLOYER: ELDERTRUST By: /s/ D. Xxx XxXxxxxx, Xx. ------------------------- D. Xxx XxXxxxxx, Xx. Vice President & Chief Financial Officer Date of execution: 3/4/98 ------ EMPLOYEE: /s/ Xxxxxx X. Xxxxxxx, Xx. --------------------------- Xxxxxx X. Xxxxxxx, Xx. Date of execution: 3/4/98 ------
ELDERTRUST. This certifies that ____________________, or its registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 13, 1999 (the "Rights Agreement"), between ElderTrust, a Maryland real estate investment trust (the "Trust"), and First Union National Bank (the "Rights Agent"), to purchase from the Company at any time prior to October 13, 2009 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable Series A Junior Participating Preferred Share, $.01 par value per share (the "Preferred Shares"), of the Company, at a purchase price of $_____ per one one-thousandth share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of ____________ __, ____, based on the Preferred Shares as constituted as of such date, and are subject to adjustment upon the happening of certain events as provided in the Rights Agreement.
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ELDERTRUST. By ____________________________ Name: Xxxxxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer LIMITED PARTNERS: ____________________________________ Xxxxxx X. Xxxxxxx, Xx., as Attorney-in-Fact for the Limited Partners EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS Class A Class B Agreed Initial Percentage Name and Address of Partner Partnership Partnership Capital Account Interest --------------------------- ----------- ----------- --------------- ---------- GENERAL PARTNER: LIMITED PARTNERS: 100.00% =========== ============ ================ =========== TOTAL EXHIBIT B CAPITAL ACCOUNT MAINTENANCE

Related to ELDERTRUST

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Anwendbares Recht und Teilnichtigkeit Dieser Lizenzvertrag unterliegt den Gesetzen des Staates Kalifornien, ausgenommen den Bestimmungen zur Gesetzeskollision, und ist gemäß diesen auszulegen. Dieser Lizenzvertrag unterliegt nicht der United Nations Convention on Contracts for the International Sale of Goods, deren Anwendung hiermit ausdrücklich ausgeschlossen wird. Wenn Sie Verbraucher mit Wohnsitz in Großbritannien sind, unterliegt dieser Lizenzvertrag den Gesetzen Ihres Wohnorts. Die Unwirksamkeit einzelner Bestimmungen dieses Lizenzvertrags berührt die Wirksamkeit des Vertrags im Übrigen nicht.

  • How Much May I Contribute to a Xxxx XXX As a result of the Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”) of 2001, the maximum dollar amount of annual contributions you may make to a Xxxx XXX is $5,500 for tax years beginning in 2013 with the potential for Cost-of-Living Adjustment (COLA) increases in $500 increments. However, these amounts are phased out or eliminated entirely if your adjusted gross income is over a certain level, as explained in more detail below. Year 2020 2021 Xxxx XXX Contribution Limit $6,000 $6,000 You may make annual contributions to a Xxxx XXX in any amount up to 100% of your compensation for the year or the maximum contribution limits shown in the table above, whichever is less. The limitation is reduced by any contributions made by you or on your behalf to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Your annual contribution limitation is not reduced by contributions you make to a Xxxxxxxxx Education Savings Account that covers someone other than yourself. In addition, qualifying rollover contributions and transfers are not subject to these limitations. If you are age 50 or older by the end of the year, you may make additional “catch-up” contributions to a Xxxx XXX. The “catch-up” contribution limit is $1,000 for tax years 2009 and beyond. If you are married and file a joint return, you may make contributions to your spouse’s Xxxx XXX. However, the maximum amount contributed to both your own and to your spouse’s Xxxx XXX may not exceed 100% of your combined compensation or the maximum contribution shown in the table above, whichever is less. The maximum amount that may be contributed to either your Xxxx XXX or your spouse’s Xxxx XXX is shown in the table above. Again, these dollar limits are reduced by any contributions made by or on behalf of you or your spouse to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Again, the limit is not reduced for contributions either of you make to a Xxxxxxxxx Education Savings Account for someone other than yourselves. As noted in Item 1, your eligibility to contribute to a Xxxx XXX depends on your AGI (as defined below). The amount that you may contribute to a Xxxx XXX is reduced proportionately for AGI which exceeds the applicable dollar amount. For the 2020 and 2021 tax years, the amount that you may contribute to your Xxxx XXX is as follows: Single Individual Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $124,000 $124,000 - $139,000 $139,000 2021 & After - sub- ject to COLA increases $125,000 $125,000 - $140,000 $140,000 Married Individual Filing a Joint Income Tax Return Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $196,000 $196,000 - $206,000 $206,000 2021 & After - sub- ject to COLA increases $198,000 $198,000 - $208,000 $208,000 If you are a married taxpayer filing separately, your contribution phases out over the first $10,000 of AGI, so that if your AGI is $10,000 or more you may not contribute to a Xxxx XXX for the year. Note that the amount you may contribute to a Xxxx XXX is not affected by your participation in an employer-sponsored retirement plan. To determine the amount you may contribute to a Xxxx XXX (assuming it does not exceed 100% of your compensation), you can refer to IRS Publication 590-A: Modified Adjusted Gross Income for Xxxx XXX Purposes and Determining Your Reduced Xxxx XXX Contribution Limit. The amount you contribute may not exceed the maximum contribution limits shown in the table above reduced by the amount contributed on your behalf to all other individual retirement accounts (except SEP IRAs and SIMPLE IRAs). Your contribution to a Xxxx XXX is not reduced by any amount you contribute to a Xxxxxxxxx Education Savings Account for the benefit of someone other than yourself. If you are the beneficiary of a Xxxxxxxxx Education Savings Account, additional limits may apply to you. Please contact your tax advisor for more information.

  • By the Partnership In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • SBC-12STATE 47.1.1 The terms contained in this Agreement and any Appendices, Attachments, Exhibits, Schedules, and Addenda constitute the entire agreement between the Parties with respect to the subject matter hereof, superseding all prior understandings, proposals and other communications, oral or written between the Parties during the negotiations of this Agreement and through the execution and/or Effective Date of this Agreement. This Agreement shall not operate as or constitute a novation of any agreement or contract between the Parties that predates the execution and/or Effective Date of this Agreement.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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