No Affiliate Benefits. Without the prior written consent of Lender, neither Principal nor its affiliates shall directly receive any economic benefit from any Investment originated pursuant to this Agreement other than as contemplated by this Agreement. Notwithstanding this or any other provision of this Agreement, neither Principal nor its affiliates shall be precluded from engaging with Lender or its affiliates in other transactions or receiving compensation, fees or reimbursements pursuant to separate contracts for other services or transactions with Lender or its affiliates as may be agreed to by Lender or its affiliates. Further, nothing in this Agreement shall prevent Principal or any of its affiliates from (i) providing similar services to and on behalf of its own account(s) or to any third party; (ii) owning or investing in any property or any investment that is similar to Investments desired by Lender; or (iii) making investments with borrowers for its own account as well as for third parties which borrowers are the same or related to the borrowers on Investments desired by Lender. Further, Principal and any affiliate may service any such investment under a servicing agreement with such other party. Notwithstanding any provision hereof to the contrary, Principal agrees to fully disclose to Lender the interest of Principal or any affiliate of Principal in any Investment presented to Lender for consideration. As used herein, an “affiliate” of a party shall mean any individual or entity (including without limitation any corporation, limited liability company, partnership or joint venture) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such party.
No Affiliate Benefits. 72 Section 12.21 Required Disclosure of Gifts..........................................................72 Section 12.22 Appraisal.............................................................................73 Section 12.23 Extension of Investment Period........................................................73 LIMITED LIABILITY COMPANY AGREEMENT OF AL U.S. DEVELOPMENT VENTURE, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Limited Liability Company Agreement (this "Agreement") is made as of the 23rd day of December, 2002, by and between SUNRISE ASSISTED LIVING INVESTMENTS, INC., a Virginia corporation with a principal place of business at the address set forth in Exhibit A (the "Sunrise Member"), and AEW SENIOR HOUSING COMPANY, LLC, a Delaware limited liability company, with a principal place of business at the address set forth in Exhibit A (the "AEW Member"). The Sunrise Member and the AEW Member, together with any such additional parties as and when admitted to the Company (as defined below) as members shall be individually a "Member" and collectively, the "Members."
No Affiliate Benefits. Without the prior Consent of the AEW Member, neither the Manager, its Related Parties nor any of their respective shareholders, partners, officers, agents or employees shall directly or indirectly receive any benefit from any Property other than as contemplated by this Agreement. A certification to this effect from the Manager shall be required with respect to each Property on an annual basis, at the time of the initial funding of a new Property, and as otherwise requested by the AEW Member. Notwithstanding the foregoing, neither the Manager nor its Related Parties shall be precluded from (i) receiving compensation, fees or reimbursements pursuant to separate contracts for property management or other services expressly approved by the AEW Member, (ii) receiving indirect benefits arising from association with the "Sunrise" brand name as a result of being a Member of the Company or as a result of the management of the Facilities by SALMI, or (iii) promotion of the Sunrise-at-Home program or other xxxxxe similar programs which use the Facilities and/or the Sunrise brand name to extend senior care to a broader base.
No Affiliate Benefits. 59 Section 7.18. Contractor Disclosure Statement. . . . . . . . . . . . . . . . . . . . . . . .59 Section 7.19. Environmental and Industrial Hygiene Compliance. . . . . . . . . . . . . . . .60 Section 7.20. Gifts and Prohibited Political Contributions and Solicitations; Required Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
No Affiliate Benefits. Without the prior Consent of CalPERS, neither the Manager nor BPPI or any of their respective general partners, officers, agents or employees shall directly or indirectly receive any benefit from any Project other than as contemplated by this Agreement. A certification to this effect from the Manager shall be required with respect to each Project on an annual basis, at the time of the initial funding of a new Investment, and as otherwise requested by CalPERS. Notwithstanding the foregoing, neither the Manager nor its Affiliates shall be precluded from receiving compensation, fees or reimbursements pursuant to separate contracts for property management or other services expressly approved by CalPERS.
No Affiliate Benefits. 13 4.6 Information Relating to the Advisor.......................13 4.7 Insurance.................................................14 4.8
No Affiliate Benefits. Without the prior written consent of EMC, none of the Advisor, its affiliates or their respective officers, directors or employees shall (a) be retained by the Advisor (other than in their capacities as officers, directors or employees of the Advisor) to provide any services to EMC, the Partnership or the Venture or (b) receive any benefit from EMC, the Partnership, the Venture or any Investment other than as contemplated by this Agreement. Notwithstanding the foregoing, the continuation of any services with respect to a specific Investment being provided to the Partnership or the Venture by any affiliate of the Advisor or Lend Lease Corporation Limited or any of their respective officers, directors or employees as of the date of this Agreement shall not constitute a violation of the preceding sentence.
No Affiliate Benefits. 18 Section 5.13 Environmental and Industrial Hygiene Compliance...............18
No Affiliate Benefits. Without the prior Consent of --------------------- Cabot, neither the Advisor, its Affiliates nor any of their respective shareholders, partners, officers, agents or employees shall directly or indirectly receive any benefit from any Project other than as contemplated by this Agreement. A certification to this effect from the Advisor shall be required with respect to each Project on an annual basis, at the time of the initial funding of a new Investment, and as otherwise requested by Cabot. Notwithstanding the foregoing, neither the Advisor nor its Affiliates shall be precluded from receiving compensation, fees or reimbursements pursuant to separate contracts for property management or other services expressly approved by Cabot.
No Affiliate Benefits. Without the prior written consent of ELAS, none of the Advisor, its affiliates or their respective officers, directors or employees shall (a) be retained by the Advisor (other than in their capacities as officers, directors or employees of the Advisor) to provide any services to ELAS or (b) receive any benefit from any Investment of ELAS other than as contemplated by this Agreement. Notwithstanding the foregoing, no consent of ELAS under this Agreement, except as required by Section 4.9, shall be required to the continuation of any services with respect to a specific property or Investment being provided to ELAS by any affiliate of the Advisor or of Lend Lease Corporation Limited or any of their respective officers, directors or employees as of the date of this Agreement.
