Limitations On Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities or (d) not be permitted by the
... Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement.
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Limitations On Activities.
Anything else in this Agreement (a) Notwithstanding anything herein to the
contrary notwithstanding, the Advisor contrary, Service Provider shall refrain from taking any action which, in its sole judgment made in good faith, would
(a) adversely affect (i) not comply with 11 any guidelines set forth by the
status of the Company as a REIT, (b) Board, (ii) subject the Company to regulation under the Investment Company
Act, or (c) Act of 1940, as amended, (iii) violate
in any material respect any la
...w, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities or (d) (iv) otherwise not be permitted by the Articles of Incorporation or Bylaws, except Code of Regulations, except, in all such cases of clauses (i), (ii) and (iv) above, if such action shall be ordered by the Board, in which case the Advisor Service Provider shall notify promptly the Board promptly of the Advisor's Service Provider's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, (b) Service Provider shall not, and shall cause its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to, acquire or offer to acquire any Property or other Asset from the Company or any of its subsidiaries unless otherwise consented to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement. Board.
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Limitations On Activities.
Anything else in this Agreement (a) Notwithstanding anything herein to the
contrary notwithstanding, the Advisor contrary, Service Provider shall refrain from taking any action which, in its sole judgment made in good faith, would
(a) (i) not comply with investment policies or guidelines set forth by the Board, (ii) (A) adversely affect the status of the Company as a REIT,
(b) unless the Board has determined that REIT qualification is not in the best interests of the Company and its shareholders..., or (B) adversely affect the status of DDR as a REIT, (iii) subject the Company to regulation under the Investment Company Act, or (c) Act of 1940, as amended, (iv) violate in any material respect any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities or (d) (v) otherwise not be permitted by the Articles of Incorporation or Bylaws, except Code of Regulations, except, in all such cases of clauses (i), (ii)(A), (iii) and (v) above, if such action shall be ordered by the Board, in which case the Advisor Service Provider shall notify promptly the Board promptly of the Advisor's Service Provider's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, (b) Service Provider shall not, and shall cause its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to, acquire or offer to acquire any Property or other Asset from the Company or any of its subsidiaries unless otherwise consented to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders a majority of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement. Disinterested Directors.
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Limitations On Activities.
Anything else Notwithstanding any provision in this Agreement to the
contrary notwithstanding, contrary, the Advisor shall
refrain from taking not take any action
which, that, in its sole judgment made in good faith, would
(a) (i) adversely affect the
status ability of the Company
to qualify or continue to qualify as a
REIT, (b) "real estate investment trust" under Sections 856 through 860 of the Code, (ii) subject the Company to regulation under the Investment Company
Act, or (c) Act of 1940, a...s amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities securities, (iv) require the Advisor to register as a broker-dealer with the SEC or (d) not be permitted by any state, (v) violate the Articles of Incorporation Charter or Bylaws, except if or (vi) violate the governing documents of any Subsidiary of the Company. In the event an action that would violate (i) through (vi) of the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement.
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Limitations On Activities.
Anything else Notwithstanding any provision in this Agreement to the
contrary notwithstanding, contrary, the
Advisor Adviser shall
refrain from taking not take any action
which, that, in its sole judgment made in good faith,
would (a) would: (i) adversely affect the
status ability of the Company
to qualify or continue to qualify as a
REIT, (b) REIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company; (ii) subject the Compan
...y to regulation under the Investment Company Act, or (c) Act of 1940, as amended; (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities securities; (iv) require the Adviser to register as a broker-dealer with the SEC or (d) not be permitted by any state; or (v) violate the Articles Charter or Bylaws. In the event an action that would violate (i) through (v) of Incorporation or Bylaws, except if the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor Adviser shall notify promptly the Board of the Advisor's Adviser's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Adviser shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement.
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Limitations On Activities.
Anything else in this Agreement (a) Notwithstanding anything herein to the
contrary notwithstanding, the Advisor contrary, Service Provider shall refrain from taking any action which, in its sole
judgment, or in the sole judgment
of the Company or a majority of the Independent Directors, made in good faith, would (a) adversely affect the status of the Company as a REIT,
unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) s
...ubject the Company to regulation under the Investment Company Act, Act of 1940, as amended, or (c) violate in any material respect any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Operating Partnership or the Shares to the extent such violation could reasonably be expected to have an adverse effect on the Company or its other securities the Operating Partnership that is not immaterial, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except except, in all such cases, if such action shall be ordered by the Board, in which case the Advisor Service Provider shall notify promptly the Board of the Advisor's Service Provider's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding (b) Service Provider shall not, and shall cause its Affiliates not to, acquire or offer to acquire any Property or other Asset from the foregoing, Company, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company Operating Partnership or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 respective subsidiaries, including any Property or other Asset being disposed of this Agreement. pursuant to a Plan of Liquidation.
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Limitations On Activities.
Anything else in this Agreement Notwithstanding anything herein to the
contrary notwithstanding, contrary, the
Advisor Adviser shall
refrain from taking not intentionally or with gross negligence, reckless disregard or bad faith take any action
which, in its sole judgment made in good faith, that, would (a) adversely affect the
status maintenance of the Company's qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company's REIT qualification is no...t in the best interests of the Company as a REIT, and its Shareholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company's Investment Company Act, Guidelines or (c) (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securities Shares, or (d) otherwise not be permitted by the Articles Declaration of Incorporation Trust or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor Adviser shall notify promptly the Board of the Advisor's Adviser's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Adviser shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement.
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Limitations On Activities.
Anything else in this Agreement Notwithstanding anything herein to the
contrary notwithstanding, contrary, the Advisor shall
refrain from taking not intentionally or with gross negligence, reckless disregard or bad faith take any action
which, in its sole judgment made in good faith, that, would (a) adversely affect the
status maintenance of the Company's qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company's REIT qualification is not in the... best interests of the Company as a REIT, and its Stockholders, (b) subject the Company to regulation under the 1940 Act, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry into, continuation of, or amendment of this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company's Investment Company Act, Guidelines or (c) (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securities Shares, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees The Advisor shall comply in all material respects with all applicable law and members, and partners, directors, officers, members and stockholders regulations, including, without limitation, applicable provisions of the Advisor's Affiliates shall not be liable to Investment Advisers Act of 1940, as amended, and the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement. regulations promulgated thereunder.
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Limitations On Activities.
Anything else in Notwithstanding any provision of this
Agreement to the contrary notwithstanding, Agreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the
Shares Operating ...Partnership or its other securities their securities, or (d) otherwise not be permitted by the Articles Governing Instruments of Incorporation the Company or Bylaws, the Operating Partnership Agreement, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board Trustee's of the Advisor's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, governors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates Advisor or an Affiliate of the Advisor shall not be liable to the Company Company, Operating Partnership or to the Board or Stockholders holders of their securities for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates Advisor taken or omitted to be taken in the performance of their Advisor's duties under this Agreement except as provided in Section 21 of this Agreement. Adopted by the Board of Trustees Effective 4.1.20 9. RELATIONSHIP WITH BOARD. Subject to Section 8 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, governors, officers and employees of the Advisor or an Affiliate of the Advisor, may serve as a Trustee and as officers of the Company, except that no governor, officer or employee of the Advisor or an Affiliate of the Advisor who also is a Trustee or officer of the Company shall receive any compensation from the Company for serving as an officer other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board, Shareholders and Partners, and shall not be deemed an Independent Trustee for purposes of satisfying the director independence requirement set forth in the Governing Instruments or the Operating Partnership Agreement.
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Limitations On Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company
Act, Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company,
the its Shares or its
other securities S...ecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, Bylaws of the Company, except if such action shall be ordered by the Board, Directors, in which case the Advisor shall notify promptly the Board Directors of the Advisor's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. Directors. In such event, event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Company shall hold harmless the Advisor, its directors, officers, employees and members, stockholders, and partners, directors, officers, members stockholders, directors and stockholders officers of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, officers or employees, or members, and partners, directors, officers, members stockholders, directors or stockholders officers of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement to the extent permitted under the Company's Articles of Incorporation and under Section 18 hereof. 16 8.RELATIONSHIP WITH DIRECTORS. Subject to Section 7 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, directors, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parents of an Affiliate, may serve as a Director and as officers of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as provided a Director or officer other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Directors and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Articles of Incorporation. Notwithstanding the foregoing, directors, officers and employees of the Advisor and its Affiliates that are also Directors or officers of the Company may receive compensation from the Advisor or its Affiliates for which the Advisor or its Affiliates are reimbursed by the Company pursuant to Section 21 10 of this Agreement.
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Limitations On Activities.
Anything else in this Agreement Notwithstanding anything herein to the
contrary notwithstanding, contrary, the Advisor shall refrain from taking any action which, in its sole
judgment, or in the sole judgment
of the Company, made in good faith, would (a) adversely affect the status of the Company as a REIT,
unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the Investment Company
Ac...t, Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Operating Partnership or its other securities the Shares, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, By-laws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor's judgment of the potential impact of such action and shall refrain 14 from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and partners, directors, officers, members and stockholders of the Advisor's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and partners, directors, officers, members or stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 21 of this Agreement.
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