Common use of Independent Director Clause in Contracts

Independent Director. A Director who is not, and within the last two years has not been, directly or indirectly associated with the Sponsor or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, other than the Company, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a Director of the Company or as a director of any other real estate investment trust organized by the Sponsor or advised by the Advisor, (iv) performance of services, other than as a Director, for the Company, (v) service as a director or trustee of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” per se if the aggregate gross revenue derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds 5.0% of either the Director’s annual gross revenue during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Company.

Appears in 15 contracts

Samples: Fourth Amended and Restated Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.), Third Amended and Restated Advisory Agreement (Carter Validus Mission Critical REIT, Inc.), Third Amended and Restated Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.)

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Independent Director. A Director who is notnot on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Sponsor or Sponsor, the Company, the Advisor or any of their Affiliates by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, other than the Company, (ii) employment by the Sponsor, the Company, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a Director of the Company or as a director of any other real estate investment trust organized by the Sponsor or advised by the AdvisorCompany, (iv) performance of services, other than as a Director, for Director of the Company, (v) service as a director or trustee of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor Advisor, or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” per se material if the aggregate gross revenue derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds 5.05% of either the Director’s annual gross revenue income during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates Affiliates, or the Company.

Appears in 12 contracts

Samples: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Registration Rights Agreement (Behringer Harvard Reit I Inc), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.)

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Independent Director. A Director who is notnot on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Sponsor or Sponsor, the Company, the Advisor or any of their Affiliates by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, other than the Company, (ii) employment by the Sponsor, the Company, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a Director of the Company or as a director of any other real estate investment trust organized by the Sponsor or advised by the AdvisorCompany, (iv) performance of services, other than as a Director, for Director of the Company, (v) service as a director or trustee of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor Advisor, or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” per se material if the aggregate gross revenue derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds 5.05% of either the Director’s 's annual gross revenue income during either of the last two years or the Director’s 's net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s 's spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates Affiliates, or the Company.

Appears in 5 contracts

Samples: Form of Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Reit I Inc), Advisory Agreement (Behringer Harvard Reit I Inc)

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