Common use of Authority of Advisor Clause in Contracts

Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelines), and subject to the continuing and exclusive authority of the Board over the management of CPA: 18, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure the terms and conditions of transactions pursuant to which Investments will be made or acquired for CPA: 18; (3) make or acquire Investments in compliance with the investment objectives and policies of CPA: 18; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investments; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 18; and (7) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4) invest on behalf of CPA: 18 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 18’s other Investments and proposed Investments, at the time CPA: 18 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 18’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 to make Investments that do not comply with Article IX (Investment Objectives and Limitations) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelines); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 prior to the date of receipt by the Advisor of such notification.

Appears in 2 contracts

Samples: Advisory Agreement (Corporate Property Associates 18 Global Inc), Advisory Agreement (Corporate Property Associates 18 Global Inc)

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Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelineshereof), and subject to the continuing and exclusive authority of the Board over the management of CPA: 18CWI 2, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure and negotiate the terms and conditions of transactions pursuant to which Investments will be made made, purchased or acquired for CPA: 18CWI 2; (3) make or acquire Investments on behalf of CWI 2 in compliance with the investment objectives and policies of CPA: 18CWI 2; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (5) enter into leases the Subadvisory Agreement; (6) enter into service contracts, contracts with independent property operators and service contracts for Properties, franchisors and perform other property level operations; (67) oversee such non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 18CWI 2; and (7) 8) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 CWI 2 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4) invest on behalf of CPA: 18 CWI 2 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 18CWI 2’s other Investments and proposed Investments, at the time CPA: 18 CWI 2 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 18CWI 2’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, the Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 CWI 2 to make Investments that do not comply with Article IX (Investment Objectives and Limitations) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor Advisor, one or more Directors or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor Advisor, its members or an Affiliate Affiliates (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelinesexpenses); (iv) the purchase or lease of assets from or to the Sponsor, any Director, any Sponsor, the Advisor, the member of the Advisor or any Affiliate of the Advisortheir Affiliates; (v) any purchase or sale of an Investment from or to the Advisor Advisor, its members, one or an Affiliatemore Directors or their Affiliates; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 CWI 2 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 CWI 2 prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (Carey Watermark Investors 2 Inc)

Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelineshereof), and subject to the continuing and exclusive authority of the Board over the management of CPA: 1816, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure the terms and conditions of transactions pursuant to which Investments will be made or acquired for CPA: 1816; (3) make or acquire Investments in compliance with the investment objectives and policies of CPA: 1816; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investments; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 1816; and (7) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 16 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4)) invest on behalf of CPA: 18 16 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 1816’s other Investments investments and proposed Investmentsinvestments, at the time CPA: 18 16 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 1816’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 16 to make Investments that do not comply with Article IX VIII (Investment Objectives Restrictions on Investments and LimitationsActivities) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelinesexpenses); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 16 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 16 prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (Corporate Property Associates 16 Global Inc)

Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelines), and subject to the continuing and exclusive authority of the Board over the management of CPA: 1817, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure the terms and conditions of transactions pursuant to which Investments will be made or acquired for CPA: 1817; (3) make or acquire Investments in compliance with the investment objectives and policies of CPA: 1817; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investments; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 1817; and (7) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 17 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4)) invest on behalf of CPA: 18 17 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost (excluding Acquisition Expenses) of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 1817’s other Investments investments and proposed Investmentsinvestments, at the time CPA: 18 17 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 1817’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 17 to make Investments that do not comply with Article IX VIII (Investment Objectives Restrictions on Investments and LimitationsActivities) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelines); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 17 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 17 prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (W. P. Carey Inc.)

Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelines), and subject to the continuing and exclusive authority of the Board over the management of CPA: 18, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure the terms and conditions of transactions pursuant to which Investments will be made or acquired for CPA: 18; (3) make or acquire Investments in compliance with the investment objectives and policies of CPA: 18; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investments; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 18; and (7) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4) invest on behalf of CPA: 18 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost (excluding Acquisition Expenses) of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 18’s other Investments and proposed Investments, at the time CPA: 18 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 18’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 to make Investments that do not comply with Article IX (Investment Objectives and Limitations) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelines); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (W. P. Carey Inc.)

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Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelineshereof), and subject to the continuing and exclusive authority of the Board over the management of CPA: 18CWI, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure and negotiate the terms and conditions of transactions pursuant to which Investments will be made made, purchased or acquired for CPA: 18CWI; (3) make or acquire Investments on behalf of CWI in compliance with the investment objectives and policies of CPA: 18CWI; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (5) enter into leases the Subadvisory Agreement; (6) enter into service contracts, contracts with independent property operators and service contracts for Properties, franchisors and perform other property level operations; (67) oversee such non-affiliated property managers and other non-non- affiliated Persons who perform services for CPA: 18CWI; and (7) 8) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 CWI shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4) invest on behalf of CPA: 18 CWI in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 18CWI’s other Investments and proposed Investments, at the time CPA: 18 CWI is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 18CWI’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, the Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 CWI to make Investments that do not comply with Article IX (Investment Objectives and Limitations) of the Charter Articles of Incorporation and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor Advisor, one or more Directors or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor Advisor, its members or an Affiliate Affiliates (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelinesexpenses); (iv) the purchase or lease of assets from or to the Sponsor, any Director, any Sponsor, the Advisor, the member of the Advisor or any Affiliate of the Advisortheir Affiliates; (v) any purchase or sale of an Investment from or to the Advisor Advisor, its members, one or an Affiliatemore Directors or their Affiliates; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 CWI not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 CWI prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (Carey Watermark Investors Inc)

Authority of Advisor. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof and in the Guidelineshereof), and subject to the continuing and exclusive authority of the Board over the management of CPA: 18CWI 1, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure and negotiate the terms and conditions of transactions pursuant to which Investments will be made made, purchased or acquired for CPA: 18CWI 1; (3) make or acquire Investments on behalf of CWI 1 in compliance with the investment objectives and policies of CPA: 18CWI 1; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (5) enter into leases the Subadvisory Agreement; (6) enter into service contracts, contracts with independent property operators and service contracts for Properties, franchisors and perform other property level operations; (67) oversee such non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 18CWI 1; and (7) 8) undertake accounting and other record-keeping functions at the Investment level. (b) The consideration paid for an Investment acquired by CPA: 18 CWI 1 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d) of this Section 4) invest on behalf of CPA: 18 CWI 1 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 18CWI 1’s other Investments and proposed Investments, at the time CPA: 18 CWI 1 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 18CWI 1’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, the Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board. (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 18 CWI 1 to make Investments that do not comply with Article IX (Investment Objectives and Limitations) of the Charter and related sections of the Bylaws. (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: : (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor Advisor, one or more Directors or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve potential conflicts of interest for the Advisor Advisor, its members or an Affiliate Affiliates (other than potential conflicts involving the payment of fees or the reimbursement of expenses and other than allocations of Investments made in accordance with the Guidelinesexpenses); (iv) the purchase or lease of assets from or to the Sponsor, any Director, any Sponsor, the Advisor, the member of the Advisor or any Affiliate of the Advisortheir Affiliates; (v) any purchase or sale of an Investment from or to the Advisor Advisor, its members, one or an Affiliatemore Directors or their Affiliates; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 18 CWI 1 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws. (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed CPA: 18 CWI 1 prior to the date of receipt by the Advisor of such notification.

Appears in 1 contract

Samples: Advisory Agreement (W. P. Carey Inc.)

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