All Other Transactions Sample Clauses
The "All Other Transactions" clause serves as a catch-all provision that governs any transactions or matters not specifically addressed elsewhere in the agreement. In practice, this clause ensures that any additional dealings, exchanges, or arrangements between the parties—whether anticipated or unforeseen—are still subject to the general terms and conditions of the contract. By including this clause, the agreement avoids gaps in coverage, providing clarity and consistency for all possible transactions and reducing the risk of disputes over unaddressed issues.
All Other Transactions. For all other transactions with Other Customers, KL will adhere to the following allocation procedures when allocating land banking opportunities between Millrose and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts during ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment periods:
4.1. The initial step in the allocation of an investment opportunity is KL’s determination as to whether ▇▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account is most appropriate for the opportunity based on an evaluation of various factors (the “Allocation Considerations”), including but not limited to:
a. The size, nature and type of the opportunity (including the risk and return profiles of the land parcels, expected holding period and other attributes);
b. The requirements of the investment guidelines of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and ▇▇▇▇▇▇▇▇;
c. Principles of diversification of assets;
d. Expected future capacity of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and Millrose;
e. Available Capital (including for pipeline, follow-on and other opportunities);
f. Follow-on nature of the transaction; and
g. Other portfolio management considerations reasonably deemed relevant by KL (including, among others, legal, regulatory, tax, structuring, compliance, investment-specific, timing and similar considerations).
4.2. With regard to an investment that is deemed appropriate for Millrose and not a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose.
4.3. With regard to investments that are deemed appropriate for both Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account on a rotation basis (the “Rotation Allocation”). The Rotation Allocation will begin with ▇▇▇▇▇▇▇▇, then the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and alternate thereafter, subject to Section 4.8.
4.4. If there is more than one investment opportunity to be allocated at a given time, the order of the Rotation Allocation will be based on the date the investment opportunities were first presented to the KL Investment Committee, with the oldest investment being allocated first.
4.5. If Millrose chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure because it either doesn’t have Available Capital or because that investment opportunity is not appropriate because it doesn’t satisfy the Allocation Considerations, KL w...