Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.
Exclusion of Certain Transactions. In the event the Corporation or the Operating Partnership shall propose to enter into any transaction with the Sponsor, the Advisor, a Director or any Affiliate thereof, then such transaction shall be approved by a majority of the Board of Directors (including a majority of the Independent Directors) as fair and reasonable to the Corporation.
Exclusion of Certain Transactions. In the event the Company or the Operating Partnership shall propose to enter into any transaction in which an officer or director of the Company, and the Operating Partnership, the Advisor, or any Affiliate of the Company, the Operating Partnership or the Advisor has a direct or indirect interest, then (i) such transaction shall be approved by a majority of the Board of Directors and also by a majority of the Independent Directors and (ii) any commissions or remuneration received by any such persons in connection with such transaction shall be deducted from the fees payable under this Agreement.
Exclusion of Certain Transactions. In the event the Company or the Operating Partnership shall propose to enter into any transaction in which a Director or an officer of the Company, and the Advisor, or any Affiliate of the Company, the Operating Partnership or the Advisor has a direct or indirect interest, then such transaction shall be approved by a majority of the disinterested members of the Board and also by a majority of the Independent Directors.
Exclusion of Certain Transactions. In the event the Trust or the Controlled Partnership shall propose to enter into any transaction in which an officer or Trustee of the Trust, the Advisor, or any Affiliate of the Trust or the Advisor has a direct or indirect interest, then such transaction shall be approved by a majority of the Board (including a majority of the Independent Trustees).
Exclusion of Certain Transactions. In the event the Company shall propose to enter into any transaction in which an officer or director of the Company, the Advisor, or any Affiliate of the Company or the Advisor has a direct or indirect interest, then (i) such transaction shall be approved by a majority of the Board of Directors and also by a majority of the Directors and (ii) any commissions or remuneration received by any such persons in connection with such transaction shall be deducted from the fees payable under this Agreement.
Exclusion of Certain Transactions. For the avoidance of doubt, the indemnification provided in Section 10.13 shall not apply to any taxes or other amounts of a Protected Party incurred as a result of (i) the consummation of the Merger and the consummation of the transactions contemplated thereby, including the payment of any purchase price adjustments, (ii) the Partnership Merger and the consummation of the transactions contemplated thereby, including the amendment of the Partnership’s limited partnership agreement by this 2005 Amended and Restated Agreement of Limited Partnership, (iii) the creation or exercise of the Class A Forced Conversion, Class A Put Right, Redemption Right, the Participating Election Right, the Partnership Call Right or the rights described in Section 8.9 and 8.10.B hereof and the creation of the rights set forth in Section 8.10 hereof (and any corresponding rights provided under an amendment to Parent LP’s partnership agreement entered into in connection with a transaction described in Section 8.10), and (iv) any payments made by any person pursuant to Section 8.7(A)(2)(iv) hereof; provided, however, that the foregoing shall not in any respect limit the Partnership’s obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.9 hereof upon any exercise of the rights referred to in this clause (iii) or to limit the rights of a Protected Party under Section 10.13 in respect of any breach of such obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.9.
Exclusion of Certain Transactions. Subject to NYSE rules, if any Company Entity shall propose to enter into any transaction in which the Manager, any Affiliate of the Manager or any of the Manager's directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Conflicts Committee of the Board or, if there is not a Conflicts Committee of the Board, then by a majority of the Independent Directors. Exhibit 10.1 (g) Limitation on Total Asset Management Fees, Multifamily Property Management and Leasing Fees, Retail Management Fees and General and Administrative Expenses Fee. The total amount of the Asset Management Fees, Multifamily Property Management and Leasing Fees, Retail Management Fees and General and Administrative Expenses Fee payable in connection with the Company's investments paid or reimbursed to the Manager shall not exceed 1.50% per annum of the total value of the Company's assets (including cash and cash equivalents) based on the adjusted cost of the Company's assets before reduction for depreciation, amortization, impairment charges and cumulative acquisition costs charged to expense in accordance with GAAP (adjusted cost will include the gross contract purchase price, Acquisition Expenses, capital expenditures and other customarily capitalized costs).
Exclusion of Certain Transactions. In the event the Company or the Operating Partnership shall propose to enter into any transaction in which an officer or director of the Company, and the Operating Partnership, the Advisor, or any Affiliate of the Company, the Operating Partnership or the Advisor has a direct or indirect interest, then (i) such transaction shall be approved by a majority of the Board of Directors and also by a majority of the Independent Directors and (ii) any commissions or remuneration received by any such persons in connection with such transaction shall be deducted from the fees payable under this Agreement, except for any relevant Borrower Generated Fees as set forth in Section 9(b)2(b).
Exclusion of Certain Transactions. In the event the Trust or Holdco shall propose to enter into any transaction with the Advisor, a Trustee or any Affiliate thereof, then such transaction shall be approved by a majority of the Board of Trustees (including a majority of the Independent Trustees) as fair and reasonable to the Trust.
