Assignment to an Affiliate Clause Example with 10 Variations from Business Contracts

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser Advisor with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, Advisor, except in the case of a...n assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. Advisor.19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable. (b) The Advisor shall promptly upon termination: (i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with, and take all reasonable actions requested by, the Company and the Operating Partnership to provide an orderly management transition. 18 20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, except in the case of an assignment by the Company or th...e Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. 10 18. PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION. (a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable. (b) The Adviser shall promptly upon termination: (i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and (iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. Directors. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval consent of the Adviser, Advisor, exc...ept in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization Person which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, Company, in which case such successor organization Person shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are is bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other 21​other payments under this Agreement to any Person without obtaining the consent approval of the Board. Board of Directors. This Agreement shall not be assigned by the Company Corporation or the Operating Partnership with...out the approval consent of the Adviser, Advisor, except in the case of an assignment by the Company Corporation or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company Corporation or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company Corporation and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Sub-Adviser to an Affiliate of the Adviser Sub-Adviser with the approval of the Adviser and a majority of the Directors (including a majority of the Independent Directors). The Adviser Sub-Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. Board of Directors. This Agreement shall not be assigned by the Company or Company, the Operating Partnership or the Advis...er without the approval of the Adviser, Sub-Adviser, except in the case of an assignment by the Company or Company, the Operating Partnership or the Adviser to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or Company, the Operating Partnership, or the Adviser, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and Company, the Operating Partnership are or the Adviser, as applicable, is bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in of Control or sale of all or substantially all the assets of the Company or the Operating Partnership, Company, and shall likewise be binding on any successor to the Adviser. Sub-Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. Board of Directors. This Agreement shall not be assigned by the Company Corporation or the Operating Partnership without the a...pproval consent of the Adviser, Advisor, except in the case of an assignment by the Company Corporation or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company Corporation or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company Corporation and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. Board of Directors. This Agreement shall not be assigned by the Company Corporation or the Operating Partnership without the a...pproval consent of the Adviser, Advisor, except in the case of an assignment by the Company Corporation or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company Corporation or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company Corporation and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser with the approval of a majority the Board, in accordance with any requirements of the Directors (including a majority of the Independent Directors). Governing Instruments. The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. This Agreement shall not be assigned by the Company or the Operating Partnershi...p without the approval consent of the Adviser, Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser with the approval of a majority the Board, in accordance with any requirements of the Directors (including a majority of the Independent Directors). Governing Instruments. The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. This Agreement shall not be assigned by the Company or the Operating Partnershi...p without the approval consent of the Adviser, Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More

Assignment to an Affiliate. This Agreement may be assigned by the Adviser Advisor to an Affiliate of the Adviser only with the prior written approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent approval of the Board. Directors. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval consent of the Ad...viser, Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser. View More