Common use of Limitations on Activities Clause in Contracts

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry into, continuation of, or amendment of this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunder.

Limitations on Activities. (a) Notwithstanding anything herein to the contrary, the Advisor Service Provider shall not intentionally or with gross negligence, reckless disregard or bad faith take refrain from taking any action thatwhich, in its sole judgment made in good faith, would (ai) not comply with investment policies or guidelines set forth by the Board, (ii) (A) adversely affect the maintenance status of the Company’s qualification Company as a REIT under the CodeREIT, unless the Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholdersshareholders, or (B) adversely affect the status of DDR as a REIT, (biii) subject the Company to regulation under the 1940 ActInvestment Company Act of 1940, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry intoas amended, continuation of, or amendment of this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (div) violate in any material respect any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its SharesCompany, or (v) otherwise not be permitted by the Articles of Incorporation or BylawsCode of Regulations, except except, in all such cases of clauses (i), (ii)(A), (iii) and (v) above, if such action shall be ordered by the Board, in which case the Advisor Service Provider shall notify promptly the Board promptly of the AdvisorService Provider’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given. The Advisor . (b) Service Provider shall comply in all material respects with all applicable law not, and regulationsshall cause its Affiliates not to, including, without limitation, applicable provisions acquire or offer to acquire any Property or other Asset from the Company or any of its subsidiaries unless otherwise consented to by a majority of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunderDisinterested Directors.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Board Manager has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry into, continuation of, or amendment of this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Articles of Incorporation or BylawsOperating Agreement, except if such action shall be ordered by the BoardManager, in which case the Advisor shall notify promptly the Board Manager of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardManager. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Manager so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 ActInvestment Company Act of 1940, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry intoas amended, continuation of, or amendment of this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the The Sub-Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would (a) adversely and materially affect the maintenance qualification of the Company’s qualification Company as a REIT under the Code, Code or the Company’s status as an entity excluded from the definition of an investment company under the Investment Company Act (unless and until such time as the Board notifies the Advisor (and the Advisor notifies the Sub-Advisor) that it has determined that the maintenance of the Company’s REIT qualification it is not no longer in the best interests interest of the Company and its Stockholders, (b) subject to continue to satisfy the Company to regulation requirements for exemption from registration under the 1940 Investment Company Act, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry into, continuation of), or amendment of this Agreement or any advisory agreement (ciii) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) would materially violate any law, rule, rule or regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Articles of Incorporation Charter or Bylaws. If the Sub-Advisor is ordered to take any action by the Board or the Advisor, except the Sub-Advisor shall seek to notify the Board or the Advisor, as applicable if it is the Sub-Advisor’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Agreement. Notwithstanding the foregoing, neither the Sub-Advisor nor any of its Affiliates shall be ordered by liable to the Advisor, the Company, the Board, or the Stockholders for any act or omission by the Sub-Advisor or any of its Affiliates, except as provided in which case the Advisor shall notify promptly the Board Section 19 of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunderthis Agreement.