Common use of Internalization Clause in Contracts

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.

Appears in 4 contracts

Samples: Advisory Agreement (Phillips Edison - ARC Shopping Center REIT Inc.), Advisory Agreement (Phillips Edison - ARC Shopping Center REIT Inc.), Advisory Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

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Internalization. In the event that the Company’s board of directors Board elects to internalize any management services provided by the Advisor or the Sub-advisorSub‑advisor, neither the Company nor the Partnership shall not pay any compensation or other remuneration to the Advisor or the Sub-advisor 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 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 or the Partnership may pay the Advisor or the Sub-Advisor Sub‑advisor in accordance with this agreement Agreement or the Sub-Advisory 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 Sub‑advisor to facilitate an internalization transaction with the Advisor, the Sub-Advisor Sub‑advisor or any of their Affiliates.

Appears in 1 contract

Samples: Advisory Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

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Internalization. In the event that the Company’s board of directors Board elects to internalize any management services provided by the Advisor or the Sub-advisor, neither the Company nor the Partnership 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 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 or the Partnership may pay the Advisor or the Sub-Advisor advisor in accordance with this agreement Agreement or the Sub-Advisory 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 advisor to facilitate an internalization transaction with the Advisor, the Sub-Advisor advisor or any of their Affiliates.

Appears in 1 contract

Samples: Advisory Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

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