Common use of Limitations on Activities Clause in Contracts

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating Agreement, except if such action shall be ordered by the Manager, in which case the Advisor shall notify promptly the Manager of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Manager. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Manager so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor Manager shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating AgreementArticles of Incorporation or Bylaws, except if such action shall be ordered by the ManagerBoard, in which case the Advisor Manager shall notify promptly the Manager Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating AgreementArticles of Incorporation or Bylaws, except if such action shall be ordered by the ManagerBoard, in which case the Advisor shall notify promptly the Manager Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor Adviser shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests interest of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, or (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating AgreementArticles of Incorporation or Bylaws, except if such action shall be ordered by the ManagerBoard, in which case the Advisor Adviser shall notify promptly the Manager Board of the AdvisorAdviser’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor Adviser shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor Adviser shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 ActInvestment Company Act of 1940, as amended, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating AgreementArticles of Incorporation or Bylaws, except if such action shall be ordered by the ManagerBoard, in which case the Advisor shall notify promptly the Manager Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Investment Advisers Act of 1940, as amended, and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s REIT Parties’ qualification as a REIT under the CodeReal Estate Investment Trusts, unless the Manager Board or Managers, as applicable, has determined that the maintenance of the Company’s REIT Parties’ Real Estate Investment Trust qualification is not in the best interests of the Company and its StockholdersREIT Parties, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines and Operating Policies or (dc) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its SharesREIT Parties, the Units, or otherwise not be permitted by the Declaration of Trust or the Operating Agreement, except if such action shall be ordered by the ManagerBoard or the Managers, as applicable, in which case the Advisor shall notify promptly the Manager Board or the Managers, as applicable, of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard or the Managers. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Manager Board or the Managers so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor Adviser shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its StockholdersShareholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Operating AgreementDeclaration of Trust or Bylaws, except if such action shall be ordered by the ManagerBoard, in which case the Advisor Adviser shall notify promptly the Manager Board of the AdvisorAdviser’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor Adviser shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.

Limitations on Activities. Notwithstanding anything herein to the contrary, the Advisor Adviser shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Manager Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Fund or the Company and its Stockholdersstockholders, (b) subject the Company to regulation under the 1940 Investment Company Act, (c) be contrary to or inconsistent with the Fund’s or the Company’s Investment Guidelines portfolio guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Sharesshares, or otherwise not be permitted by the Operating AgreementCompany’s organizational documents, except if such action shall be ordered by the ManagerBoard, in which case the Advisor Adviser shall notify promptly the Manager Board of the AdvisorAdviser’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the ManagerBoard. In such event, the Advisor Adviser shall have no liability for acting in accordance with the specific instructions of the Manager Board so given. The Advisor Adviser shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the Advisers Act and the regulations promulgated thereunder.