Internalization. In the event that the Company’s board of directors elects to internalize any management services provided by the Advisor or the Sub-advisor, the Company shall not pay any compensation or other remuneration to the Advisor or the Sub-advisor or any of their Affiliates in connection with such internalization transaction. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-Advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of the immediately preceding sentence. This provision shall not limit any other consideration or distributions that the Company may pay the Advisor or the Sub-Advisor in accordance with this agreement or the Sub-Advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-Advisor to facilitate an internalization transaction with the Advisor, the Sub-Advisor or any of their Affiliates.
Internalization. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of Section 11(g)(iv) hereof. This provision shall not limit any other consideration or distributions that the Company or the Operating Partnership may pay the Advisor or the Sub-advisor in accordance with this Agreement or the Sub-advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-advisor to facilitate an internalization transaction with the Advisor, the Sub-advisor or any of their Affiliates.
Internalization. (i) The Company shall have the right to internalize the services provided by Advisor hereunder (an “Internalization”) at any time during the term of this Agreement if:
Internalization. Borrower agrees that any cash consideration paid by Borrower or its Subsidiaries with respect to completion of the Internalization shall require the following: (a) no Default or Event of Default exists or results from conclusion of the Internalization and payment of any such cash consideration; (b) the Borrower maintains Liquidity of not less than $50,000,000.00; and (c) upon completion of the Internalization, Xxx X. Xxxxx and Xxxxxxx X. Xxxxx shall continue to be the Chief Financial Officer and Chief Executive Officer of Borrower, unless competent and experienced executives shall be approved by the Required Lenders, which approval by the Required Lenders shall not be unreasonably withheld, conditioned or delayed.
Internalization. Substantially contemporaneously with (but immediately following) the REIT Merger Effective Time, (a) Parent shall (i) file the Articles of Merger with respect to the Internalization Merger Agreement, with the Maryland SDAT, and (ii) effect a termination of the Fourth Amended and Restated Advisory Agreement, dated as of June 2, 2015, by and among GNL, GNL OP, and GNL Advisor, as amended from time to time, and (b) the Company shall effect a termination of the Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, by and among RTL (f/k/a American Finance Trust, Inc.), RTL OP (f/k/a American Finance Operating Partnership, L.P.) and RTL Advisor (f/k/a American Finance Advisors, LLC), as amended from time to time.
Internalization. The Internalization Documents shall continue to be legal, valid, binding obligations of and enforceable against, the parties thereto, and shall continue to be in full force and effect and shall have not been subsequently rescinded, supplemented, modified or amended or withdrawn in any way. Each party to the Internalization Documents shall have confirmed in writing to the other parties to the Internalization Documents that (i) all conditions to the consummation of the transactions contemplated by such Internalization Documents have been satisfied or validly waived in accordance with the terms of the Internalization Documents and (ii) the series of transactions contemplated by the Internalization Agreement to effectuate the redemption (through contribution or exchange) of the REIT II Special Partnership Interests and the REIT I Special Partnership Interests shall occur immediately following the Effective Time. None of the parties to the Internalization Documents shall be in breach or violation of, or default under, any Internalization Document, and no event shall have occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Internalization Document. None of the parties to the Internalization Documents shall have received notice of any violation or default under any Internalization Document and no party to the Internalization Documents shall have received any written notice of the intention of any party to cancel, terminate, or materially change the scope of rights under any Internalization Document.
Internalization. All required corporate or partnership actions of the Company and the Operating Partnership, respectively, and stockholder approvals with respect to the Internalization as set forth in the Company’s proxy statement dated September 5, 2006 (the “Proxy Statement”), have been duly taken or obtained. The charter amendments referred to in the Proxy Statement have been duly approved by the stockholders of the Company and the pre-listing charter amendment has been filed with the Maryland State Department of Assessments and Taxation (the “SDAT”). The post-listing charter amendment will be filed with the SDAT prior to the Closing Time. The Internalization and the transactions contemplated by each of the Initial Internalization Agreements have been consummated in accordance with the terms thereof in all material respects. Each of the Ongoing Internalization Agreements is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party, is in material violation of or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Ongoing Internalization Agreements to which it is a party. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, arising out of or in connection with the Internalization Agreements.
Internalization a. The current intent of the Company Parties, the Advisor and the Investor is to cause the Company to finalize the transition to an internal management structure upon the completion of the Sixth Term.
Internalization. Effective as of 11:59 p.m. on December 31, 2020 (the “Effective Date”), the Management Agreement will be terminated, provided that, except as otherwise set forth herein, Sections 5, 7 and 8 of the Management Agreement shall survive pursuant to the terms of the Management Agreement, and the management functions performed by the Manager will be internalized on the terms set forth in this Agreement (such termination and management internalization, the “Internalization”).
Internalization. Between the date of this Agreement and the Effective Time, the Company shall not, and shall not permit any of its directors, officers and employees, and shall use its reasonable best efforts to cause its investment bankers, attorneys, accountants and other advisors, not to, directly or indirectly (a) solicit, initiate, knowingly encourage or knowingly facilitate or (b) enter into, engage in, continue or participate in any discussions or negotiations, in each case regarding an “internalization” transaction of its asset management or corporate governance services, including without limitation (i) any restructuring, termination or amendment of the Asset Management Agreement or business combination or other strategic transaction with the Manager (or its equityholders, or employees or affiliates), (ii) a new asset management agreement with a third party or (iii) hiring one or more senior officers of Manager as employees or consultants of the Company or (c) agree, propose or resolve to take any of the actions prohibited by the foregoing clauses (a)-(b).
