Related Party Matters. Campus Crest shall not employ, or permit any other Person to employ any funds or assets of the Company in any manner other than for the exclusive benefit of the Company. Except as Approved by the Executive Committee, the Company shall not pay fees or any other amounts to Campus Crest or any Affiliate as consideration for the performance of its duties as such. Campus Crest may designate one or more of its Affiliates, agents or employees to carry out its duties and responsibilities, provided, however, such delegation shall in no manner diminish (or be deemed to diminish), or relieve (or be deemed to relieve) Campus Crest of any obligations of Campus Crest hereunder. Each Member shall have the right to submit a proposal to the Company and the other Members to provide services that would otherwise be provided for the Company by a third party. However, except for the Property Management Agreement, Construction Agreement and the Development Agreement, no Member (or its Affiliates) shall receive any fees or compensation from the Company (or any Subsidiary) (including, without limitation, for the performance of any services relating to the development, operation, renovation, maintenance, sale, financing, or refinancing of the Properties), unless the terms and documentation with respect to such services have been Approved in advance by HSRE and Campus Crest. With respect to any Related Party Agreement (as defined below), the Member who is not a party to such Related Party Agreement (or whose Affiliate is not a party to such Related Party Agreement) shall have the unilateral right to exercise and enforce any and all of the Company’s rights under such Related Party Agreement. For purposes hereof, the term “Related Party Agreement” shall mean any contract or agreement between the Company (or a Subsidiary) and a Member (or an Affiliate of such Member) including, without limitation, any agreement for the performance of any services with respect to the Properties or the sale or refinancing of the Properties.
Appears in 4 contracts
Samples: Operating Agreement (Campus Crest Communities, Inc.), Operating Agreement (Campus Crest Communities, Inc.), Purchase and Sale Agreement (Campus Crest Communities, Inc.)
Related Party Matters. Campus Crest shall not employ, or permit any other Person to employ any funds or assets of the Company in any manner other than for the exclusive benefit of the Company. Except as Approved by the Executive Committee, the Company shall not pay fees or any other amounts to Campus Crest or any Affiliate as consideration for the performance of its duties as such. Campus Crest may designate one or more of its Affiliates, agents or employees to carry out its duties and responsibilities, provided, however, such delegation shall in no manner diminish (or be deemed to diminish), or relieve (or be deemed to relieve) Campus Crest of any obligations of Campus Crest hereunder. Each Member shall have the right to submit a proposal to the Company and the other Members to provide services that would otherwise be provided for the Company by a third party. However, except for the Property Management Agreement, Construction Agreement and the Development Agreement, no Member (or its Affiliates) shall receive any fees or compensation from the Company (or any Subsidiary) (including, without limitation, for the performance of any services relating to the development, operation, renovation, maintenance, sale, financing, or refinancing of the Properties), unless the terms and documentation with respect to such services have been Approved in advance by HSRE and Campus Crest. With respect to any Related Party Agreement (as defined below), the Member who is not a party to such Related Party Agreement (or whose Affiliate is not a party to such Related Party Agreement) shall have the unilateral right to exercise and enforce any and all of the Company’s rights under such Related Party Agreement. For purposes hereof, the term “Related Party Agreement” shall mean any contract or agreement between the Company (or a Subsidiary) and a Member (or an Affiliate of such Member) including, without limitation, any agreement for the performance of any services with respect to the Properties or the sale or refinancing of the Properties.. 5.2
Appears in 1 contract
Samples: Operating Agreement
