Other Services Contract Clauses (99)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Other Services clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other Services. Should the Directors request that the Advisor or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.
Other Services. Should the Board of Directors request that the Advisor or any director, officer or employee thereof render services for the Company Corporation and the Operating Partnership other than set forth in Section Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, Directors of the Corporation, subject to the limitations contained in the Articles of Incorporation, Charter, and shall not be deemed to be s...ervices pursuant to the terms of this Agreement. View More Arrow
Other Services. Should the Directors Board request that the Advisor Adviser or any director, manager, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor Adviser and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, Charter, and shall not be deemed to be services pursuant to the terms ...of this Agreement. View More Arrow
Other Services. Should the Directors Board request that the Advisor Adviser or any director, officer or employee thereof render services for the Company and or the Operating Partnership other than as set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor Adviser and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, Charter, and shall not be deemed to be services pursuant to the terms of ...this Agreement. View More Arrow
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Other Services. (a) Nothing contained herein shall limit or preclude the Commitment Parties or any of their respective affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company or any of your or their respective affiliates, or any other party that may have interests different than o...r adverse to such parties. (b) You acknowledge that the Commitment Parties and their affiliates (the term "Commitment Parties" as used in this section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you, the Acquired Company or your or their respective affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, the Acquired Company or your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons. (c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Facilities and any related arranging or other services contemplated in this Commitment Letter constitute an arm's-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company or any of your or their respective management, affiliates, equity holders, directors, officers, employees, creditors or any other party, (iii) no Commitment Party or any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates' favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no Commitment Party has any obligation to you or your affiliates with respect to the 10 Transactions except those obligations expressly set forth in the Commitment Documents, (iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and no Commitment Party shall have any obligation to disclose any of such interests, and (v) no Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any Commitment Party or any of their respective affiliates with respect to any breach or alleged breach of agency, fiduciary duty or conflict of interest. View More Arrow
Other Services. (a) Nothing Without limiting Section 9 of this Commitment Letter, nothing contained herein shall limit or preclude the Commitment Parties or any of their respective affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company you or any of your or their respective affil...iates, or any other party that may have interests different than or adverse to such parties. (b) You acknowledge that the Commitment Parties and their respective affiliates (the term "Commitment Parties" as used in this section Section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and or persons with which you, the Acquired Company you or your or their respective affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, but subject to Section 9 of this Commitment Letter (Confidentiality), as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, the Acquired Company you or your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons. (c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Facilities Transactions and any related arranging or other services contemplated in this Commitment Letter constitute an arm's-length commercial transaction between you and your affiliates, subsidiaries, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company you or any of your management, subsidiaries, directors, officers or their respective management, affiliates, equity holders, directors, officers, employees, creditors or any other party, (iii) no the Commitment Party or any affiliate thereof has Parties have not assumed or nor will assume an advisory, agency or fiduciary responsibility in your or your affiliates' subsidiaries' favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any of the Commitment Party or any of its affiliates Parties has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates subsidiaries on other matters) and the Commitment Parties have no Commitment Party has any obligation to you or your affiliates subsidiaries with respect to the 10 Transactions except except, upon our acceptance of this Commitment Letter as set forth below, those obligations expressly set forth in the Commitment Documents, herein, (iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates subsidiaries and no the Commitment Party Parties shall have any no obligation to disclose any of such interests, and (v) no the Commitment Party has Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, agree not to assert, to the fullest extent permitted by law, any claims that you may have against any the Commitment Party or any of their respective affiliates Parties with respect to any breach or alleged breach of agency, fiduciary duty or conflict of interest. interest in respect to the transactions contemplated by this Commitment Letter. View More Arrow
Other Services. (a) Nothing contained herein shall limit or preclude the Commitment Parties or any of their respective affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company or any of your or their respective affiliates, or any other party that may have interests different than o...r adverse to such parties. (b) You acknowledge that the Commitment Parties and their affiliates (the term "Commitment Parties" as used in this section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you, the Acquired Company or your or their respective affiliates may have conflicting be providing financing or other services to parties whose interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate conflict with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to yours. The Commitment Parties agree that they will not furnish to you, the Acquired Company or your or their respective affiliates or subsidiaries, confidential information obtained from you to any of their other entities customers and that they will treat confidential information relating to you, the Target and your and their respective affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or persons. (c) may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you, the Target or any of your or its respective affiliates that is or may come into the possession of any Commitment Party or any of its affiliates. (b) In connection with all aspects of the Transactions, each transaction contemplated by this Commitment Letter, you acknowledge and agree agree, and acknowledge your affiliates' understanding, that: (i) (i)(A) the arranging and other services described herein regarding the Facilities and any related arranging or other services contemplated in this Commitment Letter constitute an are arm's-length commercial transaction transactions between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (B) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (C) you are capable of evaluating and understanding evaluating, and understand and accept accept, the terms, risks and conditions of the Transactions, transactions contemplated hereby; (ii) in connection with the process leading to the Transactions, (A) each of the Commitment Parties is Party has been, is, and has been will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as a financial an advisor, agent or fiduciary, fiduciary for you, the Acquired Company or any of your or their respective management, affiliates, equity holders, directors, officers, employees, creditors affiliates or any other party, (iii) no Commitment Party person or any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates' favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) entity and (B) no Commitment Party has any obligation to you or your affiliates -9- with respect to the 10 Transactions transactions contemplated hereby except those obligations expressly set forth in the Commitment Documents, (iv) herein; and (iii) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates affiliates, and no Commitment Party shall have any obligation to disclose any of such interests, and (v) no Commitment Party has provided any legal, accounting, regulatory interests to you or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against any Commitment Party or any of their respective affiliates with respect to any breach or alleged breach of agency, agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. (c) STRH and/or its affiliates have been retained as the buy-side financial advisor to the Borrower (in such capacity, the "Financial Advisor") in connection with the Acquisition. You agree to any such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, such retention of the Financial Advisor and, on the other hand, our relationship with you as described and referred to herein. (d) You acknowledge that each Lead Arranger or its lending affiliate is currently acting as a lender under the Existing Credit Agreement and your and such Lead Arranger's and its affiliates rights and obligations under any other applicable agreement including the Existing Credit Agreement that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by any Lead Arranger's performance or lack of performance hereunder. You hereby agree that the Lead Arrangers may render their respective services under this Commitment Letter notwithstanding any actual or potential conflict of interest. interest presented by the foregoing and you hereby waive any conflict of interest claims relating to the relationship between any Lead Arranger and you and your affiliates in connection with the engagement contemplated hereby on the one hand, and the exercise by any Lead Arranger or any of its affiliates of any of their rights and duties under any credit or other agreement including the Existing Credit Agreement, on the other hand. View More Arrow
Other Services. (a) Nothing contained herein shall limit or preclude the Commitment Parties Party or any of their respective its affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company Seller, or any of your or their respective its affiliates, or any other party that may have inte...rests different than or adverse to such parties. (b) You acknowledge that the Commitment Parties Lead Arranger and their its affiliates (the term "Commitment Parties" "Lead Arranger" as used in this section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you, the Acquired Company Seller, or your or their respective its affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, the Acquired Company Seller, or your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons. In particular, you acknowledge that the Lead Arranger may possess information about the Acquired Assets, the Acquisition and other potential purchasers and their respective strategies and bids, but the Lead Arranger has no obligation to furnish to you such information. (c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Facilities Bridge Facility and any related arranging or other services contemplated in this Commitment Letter constitute an arm's-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, Party, on the other hand, and you are capable of evaluating and understanding 8 and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties Party is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company you or any of your or their respective management, affiliates, equity holders, directors, officers, employees, creditors or any other party, (iii) no except as described in subsection (d) below, neither the Commitment Party or nor any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates' favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any the Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no the Commitment Party has any no obligation to you or your affiliates with respect to the 10 Transactions except those obligations expressly set forth in the Commitment Documents, (iv) the Commitment Parties Party and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and no the Commitment Party shall have any no obligation to disclose any of such interests, and (v) no the Commitment Party has not provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any the Commitment Party or any of their respective its affiliates with respect to any breach or alleged breach of agency, agency or fiduciary duty duty. (d) In addition, please note that Barclays Capital Inc. has been retained by the Borrower as financial advisor (in such capacity, the "Financial Advisor") in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or conflict potential conflicts of interest. interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor, and on the other hand, our and our affiliates' relationships with you as described and referred to herein. View More Arrow
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Other Services. In the event that (a) the Board requests that the Advisor or any manager, officer or employee thereof render services for the Company other than as set forth in this Agreement or (b) there are changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services performed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct ...costs and overhead under Section 10 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. View More Arrow
Other Services. In the event that (a) the Board requests that the Advisor or any manager, officer or employee thereof render services for the Company other than as set forth in this Agreement or (b) there are changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services performed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct ...costs and overhead under Section 10 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. 15 13. VOTING AGREEMENT. The Advisor agrees that, with respect to any Shares now or hereinafter owned by it, it will not vote or consent on matters submitted to the Stockholders of the Company regarding (a) the removal of the Advisor or any of its Affiliates as the Advisor or (b) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as the Company's external advisor. View More Arrow
Other Services. In the event that (a) the Board requests that the Advisor or any manager, officer or employee thereof render services for the Company other than as set forth in this Agreement or (b) there are changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services performed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct ...costs and overhead under Section 10 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. 15 13. VOTING AGREEMENT. The Advisor agrees that, with respect to any Shares now or hereinafter owned by it, it will not vote or consent on matters submitted to the Stockholders of the Company regarding (a) the removal of the Advisor or any of its Affiliates as the Advisor or (b) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as the Company's external advisor. View More Arrow
Other Services. In the event that (a) the Board requests that the Advisor or any manager, officer or employee thereof render services for the Company other than as set forth in this Agreement or (b) there are changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services performed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct ...costs and overhead under Section 10 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. 15 13. VOTING AGREEMENT. The Advisor agrees that, with respect to any Shares now or hereinafter owned by it, it will not vote or consent on matters submitted to the Stockholders of the Company regarding (a) the removal of the Advisor or any of its Affiliates as the Advisor or (b) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as the Company's external advisor. View More Arrow
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Other Services. Should the Board of Directors request that the Advisor or any director, officer or employee thereof render services for the Corporation and the Operating Partnership other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors of the Corporation, subject to the limitations contained in the Charter, and shall not be deemed to be services pursuant to the terms of this Agreement. 14 12.... REIMBURSEMENT TO THE ADVISOR. For any year in which the Corporation qualifies as a REIT, the Corporation shall not reimburse the Advisor at the end of any fiscal quarter Total Operating Expenses that, in the four consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess Amount") the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Corporation or, at the option of the Corporation, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter unless a majority of the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be paid and within 60 days after the end of such Expense Year there shall be sent to the stockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board of Directors. The Corporation will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. View More Arrow
Other Services. Should the Board of Directors request that the Advisor or any director, officer or employee thereof render services for the Corporation Company and the Operating Partnership other than set forth in Paragraph Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors of the Corporation, Company, subject to the limitations contained in the Charter, Articles of Incorporation, and shall not be deemed to be ser...vices pursuant to the terms of this Agreement. 14 12. REIMBURSEMENT 23 12.REIMBURSEMENT TO THE ADVISOR. For any year in which the Corporation Company qualifies as a REIT, the Corporation Company shall not reimburse the Advisor at the end of any fiscal quarter Total Operating Expenses that, in the four consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess Amount") the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Corporation Company or, at the option of the Corporation, Company, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter unless a majority of quarter. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of such years, provided that Total Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines or (ii) the Excess Amount may be paid in the Expense Year and within 60 days after the end of such Expense Year there shall be sent to the stockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board of Directors. The Corporation Company will not reimburse the Advisor or its Affiliates for its personnel (and related employment) costs and overhead (including rent, insurance and other costs) incurred in connection with the services under Section 3(a) or services provided by an Affiliate of the Adviser for which the Advisor or its Affiliates are entitled to compensation in the form of Company pays a separate fee. fee pursuant to a separate agreement. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. View More Arrow
Other Services. Should the Board of Directors request that the Advisor or any director, officer or employee thereof render services for the Corporation Company and the Operating Partnership other than set forth in Paragraph 3, Section 3 , such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Advisor and the Independent Directors Board, including a majority of the Corporation, Independent Directors, subject to the limitations contained in th...e Charter, Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. 14 12. 13 13. REIMBURSEMENT TO THE ADVISOR. For any year in which the Corporation qualifies as a REIT, the Corporation The Company shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses that, in incurred by the Advisor for the four (4) consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess Amount") the greater of 2% two percent (2%) of Average Invested Assets or 25% twenty-five percent (25%) of Net Income (the "2%/25% Guidelines") for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Corporation Company or, at the option of the Corporation, Company, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter unless a majority of quarter. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be paid carried over and within 60 days after included in Total Operating Expenses in subsequent Expense Years and reimbursed to the end Advisor in one or more of such Expense Year years, provided that there shall be sent to the stockholders Stockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board of Directors. The Corporation will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. View More Arrow
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Other Services. Should the Board of Trustees request that the Advisor or any Trustee, officer or employee thereof render services for the Trust and the Operating Partnership other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Trustees of the Trust, subject to the limitations contained in the Declaration of Trust, and shall not be deemed to be services pursuant to the terms of this Agreement.
Other Services. Should the Board of Trustees request that the Advisor or any Trustee, director, officer or employee thereof render services for the Trust and the Operating Partnership Holdco other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Trustees of the Trust, subject to the limitations contained in the Declaration of Trust, Trust Agreement, and shall not be deemed to be services pursuant to th...e terms of this Agreement. View More Arrow
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Other Services. Should the Board request that the Adviser or any director, officer or employee thereof render services for the Company other than set forth in Section 3, such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Adviser and the Board, including a majority of the Independent Trustees, subject to the limitations contained in the Declaration of Trust, and shall not be deemed to be services pursuant to the terms of this Agreement. 9... 12. Other Activities of the Adviser. Except as set forth in this Section 12, nothing herein contained shall prevent the Adviser or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by NexPoint or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association and earn fees for rendering such services; provided, however, that the Adviser must devote sufficient resources to the Company's business to discharge its obligations to the Company under this Agreement. The Adviser may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Adviser may be engaged to provide advice and service to such Persons, in which case the Adviser will earn fees for rendering such advice and service. The Board acknowledges that the Adviser and its Affiliates are subject to various conflicts of interest. The Adviser shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or is reasonably likely to create a conflict of interest between the Adviser's obligations to the Company and its obligations to or its interest in any other partnership, corporation, firm, individual, trust or association. In addition, the Adviser shall notify the Company of any change in the membership of the Adviser within a reasonable time after such change. View More Arrow
Other Services. Should the Board request that the Adviser Advisor or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Adviser Advisor and the Board, including a majority of the Independent Trustees, Directors, subject to the limitations contained in the Declaration Articles of Trust, Incorporation, ...and shall not be deemed to be services pursuant to the terms of this Agreement. 9 12. Other Activities of the Adviser. 18 13. OTHER ACTIVITIES OF THE ADVISOR. Except as set forth in this Section 12, 13, nothing herein contained shall prevent the Adviser Advisor or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by NexPoint the Sponsor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee, employee or stockholder of the Adviser Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association Person and earn fees for rendering such services; provided, however, however , that the Adviser Advisor must devote sufficient resources to the Company's business to discharge its obligations to the Company under this Agreement. The Adviser Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Adviser Advisor may be engaged to provide advice and service to such Persons, in which case the Adviser Advisor will earn fees for rendering such advice and service. The Board acknowledges that the Adviser and its Affiliates are subject to various conflicts of interest. The Adviser Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or is reasonably likely to could create a conflict of interest between the Adviser's Advisor's obligations to the Company and its obligations to or its interest in any other partnership, corporation, firm, individual, trust Person. If the Advisor, Director or association. In addition, Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the Adviser same time as the Company, the Advisor shall notify inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company of any change in and competing investment entities and shall provide regular updates to the membership Board of the Adviser within a investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable time after best efforts to apply such change. method fairly to the Company. View More Arrow
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