Common use of Other Activities of the Manager and its Shareholders Clause in Contracts

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none of the Manager, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx or Xxxx X. Xxxxxxx shall provide management services to, make competitive direct investment in or, in the case of Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx, serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties (as defined below) without the consent of a majority of the Independent Trustees. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REIT, Hospitality Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in capacities for the Company, these persons shall use their respective titles in the Company.

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none of the Manager, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx or Xxxx X. Xxxxxxx shall provide management services to, make competitive direct investment in or, in the case of Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx, serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties (as defined below) without the consent of a majority of the Independent Trustees. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REIT, Hospitality Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in capacities for the Company, these persons shall use their respective titles in the Company.

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none None of the Manager, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx or nor Xxxx X. Xxxxxxx shall shall, without the consent of the Independent Trustees, (a) provide management services to, make competitive direct investment in or, in the case of Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx, or serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties hotel or travel center properties or (b) make direct investments in hotel or travel center facilities. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as defined belowManager to any other person or entity (including other real estate investment trusts) without provided that no such activity shall conflict with the consent of Manager’s obligations under the immediately preceding sentence; provided, further, however, that the Manager shall notify the Company in writing in the event that it does so act as a majority of the Independent Trusteesmanager to another real estate investment trust. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REITHRPT Properties Trust, Hospitality Senior Housing Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trusteestrustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, these such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s Incentive Share Award Plan then in effect or any equity plan adopted by the Company from time to time.

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none None of the Manager, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx or Xxxx X. Xxxxxxx shall shall, without the consent of the Independent Trustees, (a) provide management services to, make competitive direct investment in or, in the case of Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx, or serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties hotel or travel center properties or (b) make direct investments in hotel or travel center facilities. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as defined belowManager to any other person or entity (including other real estate investment trusts) without provided that no such activity shall conflict with the consent of Manager’s obligations under the immediately preceding sentence; provided, further, however, that the Manager shall notify the Company in writing in the event that it does so act as a majority of the Independent Trusteesmanager to another real estate investment trust. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REIT, Hospitality Senior Housing Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trusteestrustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, these such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s Incentive Share Award Plan then in effect or any equity plan adopted by the Company from time to time.

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none of the Manager, Xxxxx Bxxxx X. Xxxxxxx, Xxxxxx Gxxxxx X. Xxxxxx or Xxxx nor Axxx X. Xxxxxxx shall provide management services to, make competitive direct investment in or, in the case of Xxxxx Bxxxx X. Xxxxxxx, Xxxxxx Gxxxxx X. Xxxxxx and Xxxx Axxx X. Xxxxxxx, serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties (as defined below) without the consent of a majority of the Independent Trustees. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REITHRPT Properties Trust, Hospitality Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s 's rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in capacities for the Company, these persons shall use their respective titles in the Company.

Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none None of the Manager, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx or Xxxx X. Xxxxxxx shall shall, without the consent of the Independent Trustees, (a) provide management services to, make competitive direct investment in or, in the case of Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx, or serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties hotel or travel center properties or (b) make direct investments in hotel or travel center facilities. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as defined belowManager to any other person or entity (including other real estate investment trusts) without provided that no such activity shall conflict with the consent of Manager’s obligations under the immediately preceding sentence; provided, further, however, that the Manager shall notify the Company in writing in the event that it does so act as a majority of the Independent Trusteesmanager to another real estate investment trust. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REIT, Hospitality Senior Housing Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided hereinsubject to the first sentence of this section, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership person or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, (a) the Manager provides certain services to Affiliates Insurance CompanyCompany and (b) the Manager provides certain services to Sonesta International Hotels Corporation or its affiliates. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. The parties further agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future, (x) between or among the Company and the Manager or their respective affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contract or their respective affiliates, the Manager shall in its sole and absolute discretion, determine on which of those parties’ behalf it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such determination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trusteestrustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, these such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s Equity Compensation Plan then in effect or any equity plan adopted by the Company from time to time.