Common use of Manager Conduct Clause in Contracts

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics as in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company or purchase any assets from the Company, directly or indirectly, except as approved by a majority vote of the Independent Trustees. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent Trustees. (c) The Manager may engage in other activities or businesses and act as the manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company. The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time. (d) The Manager shall make available sufficient experienced and qualified personnel to perform the services and functions specified, including, without limitation, at the Company’s request, serving as the officers of the Company. The Manager’s personnel shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 17.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics as in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company or purchase any assets from the Company, directly or indirectly, except as approved by a majority vote of the Independent Trustees. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent Trustees. (c) The Manager may engage in other activities or businesses and act as the manager Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company. The Company recognizes that it is not entitled to preferential treatment and is only entitled to equitable treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which engaged and the Manager acts as managershall have no liability on account thereof except for bad faith, the Manager will consider the factors set forth in its allocation policy as in effect from time to timewillful or wanton misconduct or gross negligence. (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specified, including, without limitation, at the Company’s request, serving as the officers of the Company. The Manager’s personnel Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 17.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company Trust Parties to adhere to, the Company’s any Code of Business Conduct and Ethics as of the Trust in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company Trust Parties or purchase any assets from the CompanyTrust Parties, directly or indirectly, except as approved by a majority vote of the Independent TrusteesTrust. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company Trust except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent TrusteesTrust. (c) The Manager may engage in other activities or businesses and act as the manager Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the CompanyTrust. The Company Trust recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees Trust any conflicts that may arise among the CompanyTrust, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time. (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specifiedspecified for the Trust Parties, including, without limitation, at the CompanyTrust’s request, serving as the officers of the CompanyTrust Parties. The Manager’s personnel shall receive no compensation from the Company Trust for their services to the Company Trust in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company Trust Parties nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company Trust or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 1713.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company Trust Parties to adhere to, the Company’s any Code of Business Conduct and Ethics as of the Trust in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company Trust Parties or purchase any assets from the CompanyTrust Parties, directly or indirectly, except as approved by a majority vote of the Independent TrusteesTrust. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company Trust except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent TrusteesTrust. (c) The Manager may engage in other activities or businesses and act as the manager Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the CompanyTrust. The Company Trust recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees Trust any conflicts that may arise among the CompanyTrust, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time. (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specifiedspecified for the Trust Parties, including, without limitation, at the CompanyTrust’s request, serving as the officers of the CompanyTrust Parties. The Manager’s personnel shall receive no compensation from the Company Trust for their services to the Company Trust in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company Trust Parties nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company Trust or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 1714.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics as in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company or purchase any assets from the Company, directly or indirectly, except as approved by a majority vote of the Independent Trustees. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent Trustees. (c) The Manager may engage in other activities or businesses and act as the manager Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company. The Company recognizes that it is not entitled to preferential treatment and is only entitled to equitable treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time.3 (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specified, including, without limitation, at the Company’s request, serving as the officers of the Company. The Manager’s personnel Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 17.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics as in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company or purchase any assets from the Company, directly or indirectly, except as approved by a majority vote of the Independent Trustees. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent Trustees. (c) The Manager may engage in other activities or businesses and act as the manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company. The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which engaged and the Manager acts as managershall have no liability on account thereof except for bad faith, the Manager will consider the factors set forth in its allocation policy as in effect from time to timewillful or wanton misconduct or gross negligence. (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specified, including, without limitation, at the Company’s request, serving as the officers of the Company. The Manager’s personnel Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 17.

Manager Conduct. (a) The Manager shall adhere to, and shall require its officers and employees in the course of providing services to the Company Trust Parties to adhere to, the Company’s any Code of Business Conduct and Ethics as of the Trust in effect from time to time. (b) Neither the Manager nor any affiliate of the Manager shall sell any property or assets to the Company Trust Parties or purchase any assets from the CompanyTrust Parties, directly or indirectly, except as approved by a majority vote of the Independent TrusteesTrust. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company Trust except as provided by this Agreement, the Property Management Agreement (hereafter defined) or otherwise approved by a majority vote of the Independent TrusteesTrust. (c) The Manager may engage in other activities or businesses and act as the manager Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the CompanyTrust. The Company Trust recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees Trust any conflicts that may arise among the CompanyTrust, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time. (d) The Manager shall make available sufficient experienced and qualified appropriate personnel to perform the services and functions specifiedspecified for the Trust Parties, including, without limitation, at the CompanyTrust’s request, serving as the officers of the CompanyTrust Parties. The Manager’s personnel shall receive no compensation from the Company Trust for their services to the Company Trust in any such capacities, except that the Company may (directly or indirectly) make awards to employees of the Manager and others under the Company’s Equity Compensation Plan or any other equity plan adopted by the Company from time to time, subject to applicable reporting and withholding. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company Trust Parties nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company Trust or its business, except as necessary to perform the services provided for herein. (e) The Manager’s liability under this Agreement shall be as set forth in Section 1713.