Affiliated Partnership definition
Examples of Affiliated Partnership in a sentence
Any delegation of responsibilities by the Advisor shall not be inconsistent with any express instructions of the Board of Directors; shall not cause the Company or either Affiliated Partnership to incur any financial responsibility to the delegee (unless expressly authorized by the Company); and shall not relieve the Advisor of its obligations to the Company with respect to the responsibilities delegated and with respect to which delegated responsibilities the Advisor shall remain liable to the Company.
Nothing contained herein is intended to, or shall be construed to, constitute the Advisor as a partner, joint venturer or agent of the Company or either Affiliated Partnership.
The Advisor shall indemnify and hold harmless the Company and/or either Affiliated Partnership and their respective officers, directors and employees from and against any and all liabilities, claims, damages or losses, and related expenses including reasonable attorney's fees, which arise directly from the fraud, willful misconduct of the Advisor, or the reckless disregard by the Advisor of its responsibilities under this Agreement.
The Advisor shall have no liability to the Company or either Affiliated Partnership based upon or arising out of any action or decision by the Board of Directors, or any direct or indirect, foreseeable or unforeseeable consequence thereof, in following or declining to follow any advice or recommendation of the Advisor.
The Special Committee has received the opinion of Centerview Partners to the effect that, as of the date thereof and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the LP Merger Consideration to be paid to the holders of Partnership Units (other than Affiliated Partnership Unitholders) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders.
Except as set forth in SECTION 4.08, there are no options, warrants or rights, agreements, arrangements or commitments of any character relating to the issued or unissued Units of Perkins or any Affiliated Partnership or obligating Perkins or any Affiliated Partnership to issue or sell any Units, or other partnership interests in, Perkins or any Affiliated Partnership.
Except as set forth in SECTION 1.08, there are no outstanding contractual obligations of Perkins or any Affiliated Partnership to repurchase, redeem or otherwise acquire any Units or any partnership interests of any Affiliated Partnership.
Neither the Advisor nor any person or entity relied on by the Advisor pursuant to the express authority of Section 12 hereof shall be deemed to be a fiduciary of the Company or either Affiliated Partnership or to owe a fiduciary duty to the Company or either Affiliated Partnership.
Section 13.1 shall not apply to actions by a partner in Contributor or in an Affiliated Partnership who has not voted in favor of the transactions contemplated herein and whose actions are not authorized by Contributor or the applicable Affiliated Partnership, as the case may be.
Each of the Communities, together with the Affiliated Partnership (or Contributor, as the case may be) which owns such Community, is more particularly described in Schedule 1 attached hereto.