Irrevocable Gift Sample Clauses

An Irrevocable Gift clause establishes that a gift, once given, cannot be revoked, reclaimed, or altered by the donor. In practice, this means that the recipient gains full ownership and control over the gifted property or asset immediately upon transfer, and the donor relinquishes all rights to it. This clause is commonly used in estate planning or charitable donations to ensure that the transfer is final and not subject to future disputes or changes. Its core function is to provide certainty and legal assurance to both parties that the gift is permanent and not subject to reversal.
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Irrevocable Gift. The donor understands that the gift described above will become an asset of the Foundation and is irrevocably committed for charitable purposes. (Initial) X The donor understands that, upon the death of the advisors and successor advisors named (if any), the assets of the fund created by this document will be added to the Foundation’s General Fund. (Initial) X Contributions are Irrevocable. All gift contributions made to the Foundation become assets of the Foundation and are irrevocable as tax deductible gifts. All gifts to the Foundation must further the charitable purpose and mission of the Foundation. The Foundation reserves the right to review and approve all contributions. (Initial) X
Irrevocable Gift. The Donors understand and declare that this Agreement and the donations it represents are absolute and irrevocable and that, after the execution of this instrument, the Donors shall have no right, title, interest, or incidents of ownership in the property described in EXHIBIT A or any additional property transferred to this Fund. Further, the Donors shall have no unilateral right to alter, amend or terminate this agreement.
Irrevocable Gift. DONOR understands and declares that this AGREEMENT and the donations it represents are absolute and irrevocable gifts and that, after the execution of this instrument, the DONOR shall have no right, title, interest, or incidents of ownership in the FUND or any additional property transferred to this FUND. Further, DONOR shall have no unilateral right to alter, amend or terminate this AGREEMENT.
Irrevocable Gift. This [Deed] [Agreement] represents an irrevocable and unconditional obligation that is legally binding on the Donor.
Irrevocable Gift. By signing this Agreement, the Developer asserts its present intent to, and does, hereby irrevocably gift to the District the total amount of ($ ) to assist the District in acquiring capital facilities to provide Emergency Services to the Property and other areas within the District's jurisdiction ("Gift"). The Developer shall make the Gift to the District as follows: a. The Developer shall pay Three Hundred and Fifty Dollars ($350.00) (the “Lot Release Amount”) to the District in cash, wire transfer or certified funds within 10 business days of the Developer closing on the sale of a residential lot within the Property to any individual or entity, but in all events prior to the issuance of a building permit for the construction of a home on the Lot. Under no circumstances shall the Developer assess an "impact fee", "fire services charge", or other similar type of fee, charge or assessment to the purchaser as part of the sale in order to generate the $350.00 payment. b. The Developer shall pay to an amount equal to $ x (the “Lot Release Amount”) to the District in case, wire transfer or certified funds within 10 business days of the Developer closing on the sale of a commercial lot within the Property to any individual or entity, but in all events prior to the issuance of a building permit for the construction of a commercial building on the Lot. Under no circumstances shall the Developer assess an "impact fee", "fire services charge", or other similar type of fee, charge or assessment to the purchaser as part of the sale in order to generate the payment. c. The Developer's Gift obligation under this Agreement shall be deemed fully satisfied when the installment payments the Developer has made to the District equal or exceed the total value of the Gift.

Related to Irrevocable Gift

  • Irrevocable Offer The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three Business Days of delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

  • Irrevocable Proxy Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

  • Irrevocable Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Irrevocable Proxy and Power of Attorney Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

  • Notice Irrevocable Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance therewith.