Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 8 contracts
Sources: Limited Partnership Agreement (NexPoint Residential Trust, Inc.), Limited Partnership Agreement (NexPoint Residential Trust, Inc.), Limited Partnership Agreement (Colony Starwood Homes)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 8 contracts
Sources: Limited Partnership Agreement (Angel Oak Mortgage, Inc.), Agreement of Limited Partnership (NetSTREIT Corp.), Agreement of Limited Partnership (NetSTREIT Corp.)
Contracts with Affiliates. A. 7.5.1 The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. 7.5.2 Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. 7.5.3 Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are contemplated by the Master Agreement or are determined by the General Partner in good faith to be fair and reasonable.
D. 7.5.4 The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. The 7.5.5 Subject to the proviso contained Section 7.1.1(f), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 5 contracts
Sources: Partnership Agreement (Arizona Land Income Corp), Limited Partnership Agreement (Arizona Land Income Corp), Limited Partnership Agreement (Pacific Office Properties Trust, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 4 contracts
Sources: Limited Partnership Agreement (Mission West Properties/New/), Limited Partnership Agreement (Mission West Properties Inc), Limited Partnership Agreement (Mission West Properties Inc)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or Subsidiaries, other Persons in which it or the Company has an equity investment investment, or the Management Corporation and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Colonial Realty Limited Partnership), Agreement of Limited Partnership (Colonial Properties Trust), Agreement of Limited Partnership (Colonial Properties Trust)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
(f) The General Partner may, in its sole and absolute discretion, cause the Partnership to guarantee or become a co-maker of indebtedness of the Company or any Subsidiary of the Company or the Partnership, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets.
Appears in 3 contracts
Sources: Limited Partnership Agreement (NorthStar Realty Europe Corp.), Agreement of Limited Partnership (NorthStar Realty Europe Corp.), Limited Partnership Agreement (Northstar Realty Finance Corp.)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its its, the General Partner’s or the CompanySTAG REIT’s Subsidiaries or other Persons in which it it, the General Partner or the Company STAG REIT has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the (b) The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion discretion, and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans (including without limitation plans that contemplate the issuance of LTIP Units) funded by the Partnership for the benefit of employees of Management Company, STAG REIT, the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner STAG REIT or any Subsidiaries of the Partnership.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with the General Partner, STAG REIT, the Management Company and various Affiliates of the Partnership, the Company and General Partner, STAG REIT, the Management Company, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable, including but not limited to, a co-investment and allocation agreement.
(f) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, any services agreement with Affiliates of any of the Partnership, the General Partner, STAG REIT, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 3 contracts
Sources: Limited Partnership Agreement (STAG Industrial, Inc.), Agreement of Limited Partnership (STAG Industrial, Inc.), Agreement of Limited Partnership (STAG Industrial, Inc.)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries any Subsidiary or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment business trusts, statutory trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans (including plans that contemplate the issuance of LTIP Units) funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries any Subsidiary of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries Subsidiary of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Curbline Properties Corp.), Limited Partnership Agreement (Curbline Properties Corp.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. Except (i) as expressly permitted by this AgreementAgreement and (ii) all transactions with Manager and its Affiliates contemplated in connection with the General Partner’s initial public offering, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, employee Partnership benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees or personnel of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership Partnership, the Manager or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipGeneral Partner, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates any of the Partnership, the Company and General Partner or the General PartnerManager, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Invesco Agency Securities Inc.), Limited Partnership Agreement (Invesco Mortgage Capital Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as otherwise provided in herein and subject to Section 7.53.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and which shall have been approved by a majority of the independent trustees of LXP.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. The Subject to the proviso contained Section 7.1A(11), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any services agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Lexington Realty Trust), Merger Agreement (Newkirk Master Lp)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a “right of first opportunity arrangement opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Mission West Properties Inc), Partnership Agreement (Mission West Properties Inc)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Life Storage Lp), Limited Partnership Agreement (Highwoods Properties Inc)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership's Subsidiaries.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Northstar Realty), Limited Partnership Agreement (Northstar Realty)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favor to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Cavanaughs Hospitality Corp), Agreement of Limited Partnership (Cavanaughs Hospitality Corp)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or other interests and such Persons may borrow funds from from, and lend or contribute funds or assets to, the Partnership, on terms and conditions established by the General Partner, in the its sole and absolute discretion of the General Partnerdiscretion. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General PartnerPartner deems appropriate, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partnersdiscretion, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter intoPartner, in its sole and absolute discretion, shall cause the name and on behalf Partnership to contribute the proceeds from any offerings of REIT Shares that the Company contributes to the Partnership in exchange for Partnership Units to the Partnership, and without ’s Subsidiaries at the approval discretion of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Nexpoint Diversified Real Estate Trust), Limited Partnership Agreement (Nexpoint Diversified Real Estate Trust)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the ACTIVE 58772069v.4 benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Rouse Properties, Inc.)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or other interests and such Persons may borrow funds from from, and lend or contributed funds or other assets to, the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant Joint Ventures upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or other interests and such Persons may borrow funds from from, and lend or contribute funds or assets to, the Partnership, on terms and conditions established by the General Partner, in the its sole and absolute discretion of the General Partnerdiscretion. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General PartnerPartner deems appropriate, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partnersdiscretion, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter intoPartner, in its sole and absolute discretion, shall cause the name and on behalf Partnership to contribute the proceeds from any offerings of REIT Shares that the Company contributes to the Partnership in exchange for Partnership Units to the Partnership, and without ’s Subsidiaries at the approval discretion of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisablediscrestion.
Appears in 1 contract
Sources: Limited Partnership Agreement (Nexpoint Diversified Real Estate Trust)
Contracts with Affiliates. A. 7.5.1 The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. 7.5.2 Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. 7.5.3 Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are contemplated by the Master Agreement or are determined by the General Partner in good faith to be fair and reasonable.
D. 7.5.4 The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. 7.5.5 The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Pacific Office Properties Trust, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. Except (i) as expressly permitted by this AgreementAgreement and (ii) all transactions with MFA and its Affiliates contemplated in connection with the General Partner’s initial public offering, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, employee Partnership benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees or personnel of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership Partnership, the Manager or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipGeneral Partner, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates any of the Partnership, the Company and General Partner or the General PartnerManager, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (MFResidential Investments, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Subject to the provisions of Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General PartnerPartner or CapStar, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the CompanyCapStar, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, CapStar or any of the Partnership's Subsidiaries. If any such employees also perform, directly or indirectly, services for CMC or any of its Subsidiaries, then the plans benefitting such employees shall be funded by the Partnership and CMC in such relative amounts as the General Partner or any Subsidiaries of the Partnershipand CapStar shall determine in good faith.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership (including CMC and CapStar) and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (NorthStar Asset Management Group Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or of benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Mission West Properties Inc)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and which shall have been approved by a majority of the independent directors of the General Partner.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. The Subject to the proviso contained Section 7.1A(6), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Newkirk Realty Trust, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or debt investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and arrangement, noncompetition agreement or other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (CNL American Properties Fund Inc)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Hammons John Q Hotels Lp)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries any Subsidiary or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment business trusts, statutory trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans (including, without limitation, plans that contemplate the issuance of LTIP Units) funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries any Subsidiary of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries Subsidiary of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Nico Echo Park, Benefit Corp)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.5A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion on behalf of the Partnership and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, adopt employee benefit plans, share stock option plans, long term incentive plans and similar plans funded by the Partnership including, without limitation, through the issuance of one or more classes, or one or more series of any of such classes, of Partnership Interests, for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Mid-America Apartments, L.P.)
Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable.
C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonably consistent with reasonable, market terms.
D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries.
E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with any Partner, Affiliate of a Partner, Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Limited Partnership Agreement (Meruelo Maddux Properties, Inc.)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or Subsidiaries, other Persons in which it or the Company has an equity investment investment, or the Management Corporation and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Colonial Properties Trust)
Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted by this Agreement or otherwise contemplated by the Master Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
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Sources: Master Agreement (RPS Realty Trust)
Contracts with Affiliates. A. The Except as provided elsewhere in this Agreement, the Partnership may lend or contribute funds or other assets to its any Affiliate or the Company’s Subsidiaries Subsidiary or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.
B. Except as provided elsewhere in Section 7.5this Agreement, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
C. Except as expressly permitted prohibited by this AgreementAgreement or expressly agreed to in a separate written agreement, neither the General Partner nor or any of its Affiliates shall may sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable to the Partnership and the Limited Partners.
D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries any Subsidiary of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries Subsidiary of the Partnership.
E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.
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