Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or managing of any Other X.X. Xxxxxx Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Accounts and their investors, as described more fully in Section 8(b)). (b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or manage Other X.X. Xxxxxx Accounts and may in the future sponsor, advise or manage additional Other X.X. Xxxxxx Accounts, (ii) with respect to Other X.X. Xxxxxx Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Accounts in accordance with X.X. Xxxxxx’x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x prevailing policies and procedures. (c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working time and resources to other projects and matters (including with respect to one or more Other X.X. Xxxxxx Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. Xxxxxx, any Other X.X. Xxxxxx Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Accounts, or with X.X. Xxxxxx, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 6 contracts
Samples: Advisory Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Advisory Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Advisory Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing, advising or managing of any Other X.X. Xxxxxx BGO Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx BGO Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsorBGO sponsors, advise advises or manage manages Other X.X. Xxxxxx BGO Accounts and may in the future sponsor, advise or manage additional Other X.X. Xxxxxx BGO Accounts, (ii) with respect to Other X.X. Xxxxxx BGO Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates BGO will allocate investment opportunities between the Company and such Other X.X. Xxxxxx BGO Accounts in accordance with X.X. Xxxxxx’x BGO’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine BGO determines to be reasonable fair and equitable to the Company and such Other X.X. Xxxxxx BGO Accounts in their its sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx BGO Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x BGO’s prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x BGO’s regular businesses, personnel of the Adviser and its Affiliates BGO will devote a substantial amount of their working time and resources to other projects and matters (including with respect to one or more Other X.X. Xxxxxx BGO Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Accounts or the Adviser and such other AffiliatesBGO Accounts, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx BGO Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx BGO Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx the Adviser will seek to resolve any such conflicts in a fair and reasonable equitable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx BGO Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx BGO Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx BGO Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx BGO Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx BGO Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx BGO Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBGO, any Other X.X. Xxxxxx BGO Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx BGO Accounts, or with X.X. Xxxxxx, the AdviserBGO, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx BGO Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 4 contracts
Samples: Advisory Agreement (BGO Industrial Real Estate Income Trust, Inc.), Advisory Agreement (BGO Industrial Real Estate Income Trust, Inc.), Advisory Agreement (BGO Industrial Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Apollo Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors directors, managers, partners or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Apollo Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser Each of the Adviser, the Company and the Company acknowledge Operating Partnership acknowledges and agree agrees that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Apollo Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Accounts, Apollo Accounts and (ii) with respect to Other X.X. Xxxxxx Apollo Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company’s, the Adviser and its Affiliates will allocate investment opportunities between among the Company and such Other X.X. Xxxxxx Apollo Accounts in accordance with X.X. Xxxxxx’x Xxxxxx’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Apollo Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Apollo’s prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company Company, the Operating Partnership and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Apollo’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Apollo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Apollo Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Apollo Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Apollo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Apollo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Apollo Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Apollo Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, fees and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Apollo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Apollo Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither none of the Company nor Company, the Operating Partnership or the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Apollo Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxApollo, any Other X.X. Xxxxxx Apollo Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Apollo Accounts, or with X.X. XxxxxxApollo, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it It is acknowledged and understood that neither none of the Company nor Company, the Operating Partnership or the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, manager, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 3 contracts
Samples: Advisory Agreement (Apollo Realty Income Solutions, Inc.), Advisory Agreement (Apollo Realty Income Solutions, Inc.), Advisory Agreement (Apollo Realty Income Solutions, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Blackstone Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Blackstone Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Blackstone Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Blackstone Accounts (including Select Opportunistic Blackstone Accounts), (ii) with respect to Other X.X. Xxxxxx Blackstone Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Blackstone Accounts in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Blackstone Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and proceduresprocedures and (iii) Select Opportunistic Blackstone Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of the Select Opportunistic Blackstone Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Blackstone’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Blackstone Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Blackstone Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Blackstone Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Blackstone Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Blackstone will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of the Select Opportunistic Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Blackstone Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Blackstone Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Blackstone Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Blackstone Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBlackstone, any Other X.X. Xxxxxx Blackstone Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Blackstone Accounts, or with X.X. XxxxxxBlackstone, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Select Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 3 contracts
Samples: Advisory Agreement (Blackstone Real Estate Income Trust, Inc.), Advisory Agreement (Blackstone Real Estate Income Trust, Inc.), Advisory Agreement (Blackstone Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Blackstone Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser Adviser’s (or and/or its Affiliates, officers, directors or employees)’) sole benefit. While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Blackstone Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Blackstone Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Blackstone Accounts (including Select Opportunistic Blackstone Accounts), (ii) with respect to Other X.X. Xxxxxx Blackstone Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Blackstone Accounts in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Blackstone Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and proceduresprocedures and (iii) Select Opportunistic Blackstone Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of the Select Opportunistic Blackstone Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Blackstone’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Blackstone Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Blackstone Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Blackstone Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Blackstone Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Blackstone will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of the Select Opportunistic Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will may from time to time receive fees from portfolio entities or other issuers for providing Servicesthe arranging, underwriting, syndication or refinancing of investments or other additional fees, including fees related to administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/ credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, including with respect to Other X.X. Xxxxxx Blackstone Accounts and related portfolio entities, and while such fees will may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (viv) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Blackstone Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Blackstone Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBlackstone, any Other X.X. Xxxxxx Blackstone Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Blackstone Accounts, or with X.X. XxxxxxBlackstone, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Select Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 3 contracts
Samples: Advisory Agreement (Blackstone Real Estate Income Trust, Inc.), Advisory Agreement (Blackstone Real Estate Income Trust, Inc.), Advisory Agreement (Blackstone Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies guidelines of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising sponsoring or managing of any Other X.X. Xxxxxx AccountsEQT Exeter Accounts or other programs, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies guidelines of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx EQT Exeter Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Adviser and Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx EQT Exeter Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx EQT Exeter Accounts, (ii) with respect this overlap will from time to Other X.X. Xxxxxx Accounts with time create conflicts of interest and (iii) in certain circumstances investment objectives or guidelines that overlap with opportunities suitable for the Company will not be presented to the Company’s but . The Adviser shall share information reasonably requested so that do not have priority over the Company, Board can confirm that the Adviser and its Affiliates will allocate allocation of investment opportunities between among the Company and such Other X.X. Xxxxxx EQT Exeter Accounts in accordance with X.X. Xxxxxx’x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are is consistent with the Company’s Investment Guidelines may be shared with or allocated method described in the Prospectus and applied fairly to one or more Other X.X. Xxxxxx Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x EQT Exeter’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx EQT Exeter Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company on the one hand and one or more Other X.X. Xxxxxx EQT Exeter Accounts or and/or the Adviser and such other AffiliatesAffiliates on the other hand, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx EQT Exeter Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx EQT Exeter Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx the Adviser and its Affiliates will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of Other EQT Exeter Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx EQT Exeter Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to Affiliates of the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, and (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx EQT Exeter Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx EQT Exeter Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx EQT Exeter Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxEQT Exeter, any Other X.X. Xxxxxx EQT Exeter Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition of Property by the CompanyCompany from EQT Exeter, any Other EQT Exeter Accounts or any of their Affiliates, the Company’s purchase price will be limited to the cost of the property Property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property Property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures joint ventures with Other X.X. Xxxxxx EQT Exeter Accounts, or with X.X. XxxxxxEQT Exeter, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less more favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any such conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx EQT Exeter Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, employee or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 3 contracts
Samples: Advisory Agreement (EQT Exeter Real Estate Income Trust, Inc.), Advisory Agreement (EQT Exeter Real Estate Income Trust, Inc.), Advisory Agreement (EQT Exeter Real Estate Income Trust Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Apollo Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors directors, managers, partners or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Apollo Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser Each of the Adviser, the Company and the Company acknowledge Operating Partnership acknowledges and agree agrees that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Apollo Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Accounts, Apollo Accounts and (ii) with respect to Other X.X. Xxxxxx Apollo Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company’s, the Adviser and its Affiliates will allocate investment opportunities between among the Company and such Other X.X. Xxxxxx Apollo Accounts in accordance with X.X. Xxxxxx’x Apollo’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Apollo Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Apollo’s prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company Company, the Operating Partnership and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Apollo’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Apollo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Apollo Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Apollo Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Apollo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Apollo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Apollo Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Apollo Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, fees and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Apollo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Apollo Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither none of the Company nor Company, the Operating Partnership or the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Apollo Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxApollo, any Other X.X. Xxxxxx Apollo Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Apollo Accounts, or with X.X. XxxxxxApollo, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it It is acknowledged and understood that neither none of the Company nor Company, the Operating Partnership or the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, manager, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 3 contracts
Samples: Advisory Agreement (Apollo Realty Income Solutions, Inc.), Advisory Agreement (Apollo Realty Income Solutions, Inc.), Advisory Agreement (Apollo Realty Income Solutions, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Apollo Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors directors, managers, partners or employees). While information and recommendations supplied to the Company shall, in the Adviser’s 's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Apollo Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser Each of the Adviser, the Company and the Company acknowledge Operating Partnership acknowledges and agree agrees that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Apollo Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Accounts, Apollo Accounts and (ii) with respect to Other X.X. Xxxxxx Apollo Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company's, the Adviser and its Affiliates will allocate investment opportunities between among the Company and such Other X.X. Xxxxxx Apollo Accounts in accordance with X.X. Xxxxxx’x Apollo's prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s 's Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Apollo Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Apollo's prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company Company, the Operating Partnership and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Apollo's regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Apollo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Apollo Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Apollo Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s 's capital structure (e.g., an investment by an Other X.X. Xxxxxx Apollo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Apollo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s 's favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Apollo Accounts, for providing various services described in the Prospectus (collectively, “"Services”"), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Apollo Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, fees and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Apollo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Apollo Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither none of the Company nor Company, the Operating Partnership or the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Apollo Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s 's behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxApollo, any Other X.X. Xxxxxx Apollo Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s 's purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Apollo Accounts, or with X.X. XxxxxxApollo, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it It is acknowledged and understood that neither none of the Company nor Company, the Operating Partnership or the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, manager, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 2 contracts
Samples: Advisory Agreement (Apollo Realty Income Solutions, Inc.), Advisory Agreement (Apollo Realty Income Solutions, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing, advising or and/or managing of any Other X.X. Xxxxxx Xxxxxxx Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Xxxxxxx Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser and its Affiliates sponsor, advise or and/or manage Other X.X. Xxxxxx Accounts MSREI Clients and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx AccountsMSREI Clients (including the Opportunistic Funds), (ii) with respect to Other X.X. Xxxxxx Accounts MSREI Clients with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Accounts MSREI Clients in accordance with X.X. Xxxxxx’x the MSREI’s prevailing policies and procedures on a basis that the Adviser MSREI determines in its sole discretion and consistent with its Affiliates determine fiduciary obligations, to be reasonable to the Company fair and such Other X.X. Xxxxxx Accounts in their sole discretionequitable, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Accounts MSREI Clients (in lieu of the Company) in accordance with X.X. Xxxxxx’x MSREI’s prevailing policies and proceduresprocedures and (iii) the Opportunistic Funds will receive priority over the Company with respect certain “opportunistic” investments, as determined by MSREI, and the Adviser will not allocate such investment opportunities to the Company unless the investment adviser of the Opportunistic Funds forgoes, in its sole discretion, all or a portion of such investments.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Xxxxxx Xxxxxxx’x regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Xxxxxxx Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Xxxxxxx Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the CharterDeclaration of Trust, Other X.X. Xxxxxx Xxxxxxx Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Xxxxxxx Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Xxxxxxx will seek to resolve any such conflicts in a fair and reasonable equitable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Xxxxxxx Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter Declaration of Trust or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Xxxxxxx Accounts, for providing various services described in the Prospectus PPM (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Xxxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Xxxxxxx Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Xxxxxxx Accounts) are materially different from the terms and conditions applicable to the Company and the StockholdersShareholders, and neither the Company nor the Stockholders Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Xxxxxxx Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxXxxxxx Xxxxxxx, any Other X.X. Xxxxxx Xxxxxxx Account or any of their Affiliates unless such transaction is approved by a majority of the DirectorsTrustees, including a majority of the Independent DirectorsTrustees, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Xxxxxxx Accounts, or with X.X. XxxxxxXxxxxx Xxxxxxx, the Adviser, one or more DirectorsTrustees, or any of their respective Affiliates, only if a majority of the Directors Trustees (including a majority of the Independent DirectorsTrustees) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Opportunistic Funds) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Xxxxxxx Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors Trustees or any committee thereof (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director Trustee or officer employee of the Company.
Appears in 1 contract
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the CompanyCompany or the Operating Partnership, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx other Fortress Managed Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a7(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company or the Operating Partnership shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the CompanyCompany or the Operating Partnership, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx other Fortress Managed Accounts and their investors, as described more fully in Section 8(b7(b)).
(b) The Adviser Each of the Adviser, the Company and the Company Operating Partnership acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx other Fortress Managed Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx other Fortress Managed Accounts, (ii) with respect to Other X.X. Xxxxxx other Fortress Managed Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx other Fortress Managed Accounts in accordance with X.X. Xxxxxx’x Fortress’ prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx other Fortress Managed Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Fortress’s prevailing policies and proceduresprocedures and (iii) certain Fortress Managed Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines as described in the Memorandum and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of such Fortress Managed Accounts forgo, in their discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.
(c) In connection with the services of the Adviser hereunder, the Company Company, the Operating Partnership and the Board of Trustees acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Fortress’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx other Fortress Managed Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company Company, the Operating Partnership and one or more Other X.X. Xxxxxx other Fortress Managed Accounts or and/or the Adviser and such other AffiliatesAffiliates as described in the Memorandum, (ii) unless prohibited by the CharterDeclaration of Trust, Other X.X. Xxxxxx other Fortress Managed Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx other Fortress Managed Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx the Adviser will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of any other Fortress Managed Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx other Fortress Managed Accounts generally, such transactions are not required to be presented to the Board of Trustees or any committee thereof for approval (unless otherwise required by the Charter Declaration of Trust or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s or the Operating Partnership’s favor, (iii) the Company and/or the Operating Partnership will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx other Fortress Managed Accounts, for providing various services described in the Prospectus Memorandum (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 9(b) hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx other Fortress Managed Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest neither the Company nor the Operating Partnership will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx other Fortress Managed Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx other Fortress Managed Accounts) are materially different from the terms and conditions applicable to the Company and the StockholdersShareholders or the Operating Partnership and the Limited Partners, and neither none of the Company nor Company, the Stockholders Shareholders, the Operating Partnership, or the Limited Partners (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx other Fortress Managed Accounts as a result of an investment in the Company Company, the Operating Partnership or otherwise. The Adviser shall keep the Board of Trustees reasonably informed on a periodic basis in connection with the foregoing.
(d) The prior approval of a majority of the Trustees not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is not permitted to consummate on the Company’s behalf any transaction a party; provided, however, that involves (i) no approval by the Board of Trustees shall be required for transactions with other Fortress Managed Accounts, in the event of a purchase of an asset from the other Fortress Managed Account, at a price no greater than, and, in the event of a sale to a Fortress Managed Account, at a price no less than, fair market value of any investment to such asset as confirmed by (x) the Independent Valuation Advisor or an independent third-party valuation agent or (y) a broker; (ii) the Adviser may cause the Company and/or the Operating Partnership to co-invest alongside a Fortress Affiliate, including in the acquisition of any investment a portfolio of properties from X.X. Xxxxxxthe same seller. The Adviser may, any Other X.X. Xxxxxx Account or any of their Affiliates unless in its discretion, allocate the properties from such transaction is approved by a majority of portfolio and the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by associated purchase price between the Company, the Company’s Operating Partnership and such Fortress Affiliate, and no approval of the Board of Trustees will be required for such transaction. The purchase price will be limited paid by the Company or the Operating Partnership for any property from such portfolio that is allocated to the cost Company or the Operating Partnership shall be no greater than its fair market value as confirmed by (x) the Independent Valuation Advisor or an independent third-party valuation agent or (y) a broker; (iii) the Adviser may cause the Company, the Operating Partnership and other Fortress Affiliates to combine one or more properties into a securitization vehicle the equity of which is allocated on a pro rata basis among the Company, the Operating Partnership and such Fortress Affiliates based on property valuations, and where the valuations are (x) confirmed by the Independent Valuation Advisor or an independent third- party valuation agent or (y) approved by the Board of Trustees; (iv) the Adviser shall obtain the approval of the property Board of Trustees in respect of any purchase by the Company or the Operating Partnership of a New Issuance of the issuer of a structured product unless (a) at the time of such purchase (A) the issuer is not a Fortress Affiliate or controlled by a Fortress Affiliate and (B) no Affiliated Service Company is engaged by the issuer, or (b) (x) a Fortress Affiliate proposes to purchase at such time a larger percentage of the same class or tranche (or multiple classes or tranches in similar proportions) of such New Issuance than the Adviser proposes for the Company or the Operating Partnership to purchase, and the advisory board, independent board of directors (or committee thereof) or the third-party investors (or equivalent, as applicable) of such Fortress Affiliate has approved such purchase on the same terms as the Company or the Operating Partnership, and (y) the Adviser determines in good faith that (A) the conflict of interest with respect to the Company or the Operating Partnership is substantially the same as the conflict of interest with respect to such Fortress Affiliate and (B) there is no material conflict of interest as between the Company or the Operating Partnership, on the one hand, and such Fortress Affiliate, including acquisition-related expenses, or if substantial justification exists, on the current appraised value of the property as determined by an Independent Appraiser. In addition, other; and (v) the Company may enter into Joint Ventures joint ventures (or enter into joint acquisitions of or dispositions of jointly held assets or properties) with Other X.X. Xxxxxx other Fortress Managed Accounts, or with X.X. XxxxxxFortress, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority Affiliates without approval of the Directors Board of Trustees (including a majority unless otherwise required by the Declaration of Trust or the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partnersInvestment Guidelines). The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of certain Fortress Managed Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx other Fortress Managed Accounts generally, but only those transactions set forth in expressly requiring prior approval pursuant to this Section 8(d7(d) will shall be expressly required to be presented for approval to the Independent Directors majority of the Trustees or any committee thereof (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board of Trustees has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director director, officer or officer employee of the Company.
Appears in 1 contract
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors trustees or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the CompanyTrust, including, without limitation, the sponsoring, closing, advising or and/or managing of any Other X.X. Xxxxxx Principal Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser Adviser’s (or and/or its Affiliates, officers, directors or employees)) benefit. While information and recommendations supplied to the Company Trust shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the CompanyTrust, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Principal Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company Trust acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser and its Affiliates sponsor, advise or and/or manage Other X.X. Xxxxxx Principal Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Accounts, Principal Accounts and (ii) with respect to Other X.X. Xxxxxx Principal Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the CompanyTrust, the Adviser and its Affiliates will allocate investment opportunities between the Company Trust and such Other X.X. Xxxxxx Principal Accounts in accordance with X.X. Xxxxxx’x Principal’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Principal Accounts (in lieu of the CompanyTrust) in accordance with X.X. Xxxxxx’x Principal’s prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company Trust and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x Principal Real Estate’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Principal Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company Trust and one or more Other X.X. Xxxxxx Principal Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the CharterDeclaration of Trust, Other X.X. Xxxxxx Principal Accounts may invest, from time to time, in investments in which the Company Trust also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Principal Account in a mezzanine debt or mezzanine interest with respect to the same portfolio entity in which issuer to whom the Company owns an equity interest or vice versa) or in Trust has made a different tranche of equity or debt with respect to an issuer in which the Company has an interestmortgage loan)) and while X.X. Xxxxxx Principal Real Estate will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Principal Accounts generallygenerally (as described in the PPM), such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the CompanyTrust’s favor, (iii) the Company Trust will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Principal Accounts, for providing various services described in the Prospectus PPM (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates, the Adviser and its Affiliates will may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Principal Accounts and related portfolio entities, and while such fees will may give rise to conflicts of interest interest, the Company Trust will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Principal Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Principal Accounts) are materially different from the terms and conditions applicable to the Company Trust and the StockholdersShareholders, and neither the Company Trust nor the Stockholders Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Principal Accounts as a result of an investment in the Company Trust or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Following the Initial Retail Closing, the Adviser is not permitted to consummate on the CompanyTrust’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxPrincipal Real Estate, any Other X.X. Xxxxxx Principal Account or any of their Affiliates unless such transaction is approved by a majority of the DirectorsTrustees, including a majority of the Independent DirectorsTrustees, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Accounts, or with X.X. Xxxxxx, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partnersTrust. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Principal Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors Trustees or any committee thereof (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company Trust nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder shareholder of the Adviser or its Affiliates, including any person who is also a director Trustee, officer or officer employee of the CompanyTrust.
Appears in 1 contract
Samples: Advisory Agreement (Principal Credit Real Estate Income Trust)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or managing of any Other X.X. J.X. Xxxxxx Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. J.X. Xxxxxx Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or manage Other X.X. J.X. Xxxxxx Accounts and may in the future sponsor, advise or manage additional Other X.X. J.X. Xxxxxx Accounts, (ii) with respect to Other X.X. J.X. Xxxxxx Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. J.X. Xxxxxx Accounts in accordance with X.X. J.X. Xxxxxx’x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. J.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. J.X. Xxxxxx Accounts (in lieu of the Company) in accordance with X.X. J.X. Xxxxxx’x prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. J.X. Xxxxxx’x regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working time and resources to other projects and matters (including with respect to one or more Other X.X. J.X. Xxxxxx Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. J.X. Xxxxxx Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. J.X. Xxxxxx Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. J.X. Xxxxxx Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. J.X. Xxxxxx will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. J.X. Xxxxxx Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. J.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. J.X. Xxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. J.X. Xxxxxx Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. J.X. Xxxxxx Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. J.X. Xxxxxx Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. J.X. Xxxxxx, any Other X.X. J.X. Xxxxxx Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. J.X. Xxxxxx Accounts, or with X.X. J.X. Xxxxxx, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. J.X. Xxxxxx Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing, advising or and/or managing of any Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser and its Affiliates sponsor, advise or and/or manage Other X.X. Xxxxxx Accounts MSREI Clients and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx AccountsMSREI Clients (including the Opportunistic Funds), (ii) with respect to Other X.X. Xxxxxx Accounts MSREI Clients with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Accounts MSREI Clients in accordance with X.X. Xxxxxx’x the MSREI’s prevailing policies and procedures on a basis that the Adviser MSREI determines in its sole discretion and consistent with its Affiliates determine fiduciary obligations, to be reasonable to the Company fair and such Other X.X. Xxxxxx Accounts in their sole discretionequitable, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Accounts MSREI Clients (in lieu of the Company) in accordance with X.X. Xxxxxx’x MSREI’s prevailing policies and proceduresprocedures and (iii) the Opportunistic Funds will receive priority over the Company with respect certain “opportunistic” investments, as determined by MSREI, and the Adviser will not allocate such investment opportunities to the Company unless the investment adviser of the Opportunistic Funds forgoes, in its sole discretion, all or a portion of such investments.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Mxxxxx Xxxxxxx’x regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the CharterDeclaration of Trust, Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Mxxxxx Sxxxxxx Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Mxxxxx Sxxxxxx will seek to resolve any such conflicts in a fair and reasonable equitable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter Declaration of Trust or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts, for providing various services described in the Prospectus PPM (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts) are materially different from the terms and conditions applicable to the Company and the StockholdersShareholders, and neither the Company nor the Stockholders Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxMxxxxx Sxxxxxx, any Other X.X. Xxxxxx Mxxxxx Sxxxxxx Account or any of their Affiliates unless such transaction is approved by a majority of the DirectorsTrustees, including a majority of the Independent DirectorsTrustees, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts, or with X.X. XxxxxxMxxxxx Sxxxxxx, the Adviser, one or more DirectorsTrustees, or any of their respective Affiliates, only if a majority of the Directors Trustees (including a majority of the Independent DirectorsTrustees) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Opportunistic Funds) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Mxxxxx Sxxxxxx Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors Trustees or any committee thereof (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director Trustee or officer employee of the Company.
Appears in 1 contract
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Apollo Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors directors, managers, partners or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors directors, managers, partners or employees). While information and recommendations supplied to the Company shall, in the Adviser’s 's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Apollo Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser Each of the Adviser, the Company and the Company acknowledge Operating Partnership acknowledges and agree agrees that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Apollo Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Accounts, Apollo Accounts and (ii) with respect to Other X.X. Xxxxxx Apollo Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company's, the Adviser and its Affiliates will allocate investment opportunities between among the Company and such Other X.X. Xxxxxx Apollo Accounts in accordance with X.X. Xxxxxx’x Apxxxx'x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s 's Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Apollo Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Apollo's prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company Company, the Operating Partnership and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Apollo's regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Apollo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Apollo Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Apollo Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s 's capital structure (e.g., an investment by an Other X.X. Xxxxxx Apollo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Apollo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s 's favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Apollo Accounts, for providing various services described in the Prospectus (collectively, “"Services”"), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Apollo Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, fees and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Apollo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Apollo Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither none of the Company nor Company, the Operating Partnership or the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Apollo Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s 's behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxApollo, any Other X.X. Xxxxxx Apollo Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s 's purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Apollo Accounts, or with X.X. XxxxxxApollo, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Apollo Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it It is acknowledged and understood that neither none of the Company nor Company, the Operating Partnership or the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, manager, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (Apollo Realty Income Solutions, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Blackstone Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits (whether in cash or in-kind) from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Blackstone Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Blackstone Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Blackstone Accounts (including Select Opportunistic Blackstone Accounts), (ii) with respect to Other X.X. Xxxxxx Blackstone Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Blackstone Accounts in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Blackstone Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and proceduresprocedures and (iii) Select Opportunistic Blackstone Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of the Select Opportunistic Blackstone Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Blackstone’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Blackstone Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Blackstone Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Blackstone Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Blackstone Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Blackstone will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of the Select Opportunistic Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Blackstone Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Blackstone Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Blackstone Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Blackstone Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBlackstone, any Other X.X. Xxxxxx Blackstone Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Blackstone Accounts, or with X.X. XxxxxxBlackstone, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).their
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (Blackstone Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or managing of any Other X.X. Xxxxxx AccountsSculptor Accounts or the sponsorship of other programs, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors Affiliates or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors Affiliates or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Sculptor Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and manage Other X.X. Xxxxxx Sculptor Accounts and sponsor other programs and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx AccountsSculptor Accounts and other programs, (ii) with respect this overlap will from time to Other X.X. Xxxxxx Accounts with time create conflicts of interest and (iii) in certain circumstances investment objectives or guidelines that overlap with opportunities suitable for the Company will not be presented to the Company’s but . The Adviser shall share information reasonably requested so that do not have priority over the Company, Board can confirm that the Adviser and its Affiliates will allocate allocation of investment opportunities between among the Company and such Other X.X. Xxxxxx Sculptor Accounts in accordance with X.X. Xxxxxx’x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are is consistent with the Company’s Investment Guidelines may be shared with method described in the private placement memorandum or allocated prospectus and applied fairly to one or more Other X.X. Xxxxxx Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x Sculptor’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx AccountsSculptor Accounts or other programs), and that conflicts may arise with respect to the allocation of personnel between the Company on the one hand and one or more Other X.X. Xxxxxx Sculptor Accounts or other programs and the Adviser and such other AffiliatesAffiliates on the other hand, (ii) unless prohibited by the Corporate Governance Guidelines or the Charter, Other X.X. Xxxxxx Sculptor Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Sculptor Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Sculptor and its Affiliates will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of Other Sculptor Account) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Sculptor Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter Charter, Corporate Governance Guidelines or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, and (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Sculptor Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Sculptor Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Sculptor Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxSculptor, any Other X.X. Xxxxxx Sculptor Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including including, following the commencement of the first Offering, a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition of Property by the CompanyCompany from Sculptor, any Other Sculptor Accounts or any of their Affiliates, the Company’s purchase price will be limited to the cost of the property Property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property Property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Sculptor Accounts, or with X.X. XxxxxxSculptor, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including including, following the commencement of the first Offering, a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less more favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any such conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Sculptor Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines)) and occurring after the commencement of the first Offering.
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, employee or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (Sculptor Diversified Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising or closing and/or managing of any Other X.X. Xxxxxx Blackstone Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits (whether in cash or in-kind) from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx Blackstone Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx Blackstone Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx Blackstone Accounts (including Select Opportunistic Blackstone Accounts), (ii) with respect to Other X.X. Xxxxxx Blackstone Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx Blackstone Accounts in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx Blackstone Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x Blackstone’s prevailing policies and proceduresprocedures and (iii) Select Opportunistic Blackstone Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of the Select Opportunistic Blackstone Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x Blackstone’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx Blackstone Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Blackstone Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx Blackstone Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx Blackstone Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx Blackstone will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of the Select Opportunistic Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Blackstone Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Blackstone Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx Blackstone Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx Blackstone Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBlackstone, any Other X.X. Xxxxxx Blackstone Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx Blackstone Accounts, or with X.X. XxxxxxBlackstone, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Select Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx Blackstone Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (Blackstone Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing, advising or and/or managing of any Other X.X. Xxxxxx New Mountain Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx New Mountain Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser and its Affiliates sponsor, advise or and/or manage Other X.X. Xxxxxx New Mountain Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx New Mountain Accounts, (ii) with respect to Other X.X. Xxxxxx New Mountain Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other X.X. Xxxxxx New Mountain Accounts in accordance with X.X. Xxxxxx’x New Mountain’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be believe are fair and reasonable to taking into account all factors as the Adviser deems relevant, including the sourcing of the transaction, the nature of the investment objective, investment focus, mandate or policies, target return profile or projected hold period, focus of each such Other New Mountain Account, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for the Company and each such Other X.X. Xxxxxx Accounts New Mountain Account and other considerations deemed relevant by the Adviser in their sole discretiongood faith, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx New Mountain Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x New Mountain’s prevailing policies and proceduresprocedures and (iii) certain of the Other New Mountain Accounts have priority over the Company with respect to certain privately negotiated real estate equity or equity-related, long-term leased, operationally critical net lease real estate investments in the United States or Canadian that meet specific return, yield, and/or hold period criteria and such investments will be first offered to such Other New Mountain Accounts (which the Company’s investment strategies may overlap to some extent) in the Adviser’s or its Affiliate’s sole discretion.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and and/or agree that (i) as part of X.X. Xxxxxx’x New Mountain’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx New Mountain Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx New Mountain Accounts or and/or the Adviser and such other Affiliates, (ii) unless prohibited by the CharterDeclaration of Trust, Other X.X. Xxxxxx New Mountain Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx New Mountain Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx New Mountain will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx New Mountain Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter Declaration of Trust or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx New Mountain Accounts, for providing various services described in the Prospectus PPM (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereofof this Agreement, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx New Mountain Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx New Mountain Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx New Mountain Accounts) are materially different from the terms and conditions applicable to the Company and the StockholdersShareholders, and neither the Company nor the Stockholders Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx New Mountain Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxNew Mountain, any Other X.X. Xxxxxx New Mountain Account or any of their Affiliates unless such transaction is approved by a majority of the DirectorsTrustees, including a majority of the Independent DirectorsTrustees, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx New Mountain Accounts, or with X.X. XxxxxxNew Mountain, the Adviser, one or more DirectorsTrustees, or any of their respective Affiliates, only if a majority of the Directors Trustees (including a majority of the Independent DirectorsTrustees) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of certain Other New Mountain Accounts, as discussed above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx New Mountain Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors Trustees or any committee thereof (unless otherwise required by the Charter Declaration of Trust or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director Trustee or officer employee of the Company.
Appears in 1 contract
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing, advising or managing of any Other X.X. Xxxxxx BentallGreenOak Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx BentallGreenOak Accounts and their investors, as described more fully in Section 8(b)).
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsorBentallGreenOak sponsors, advise advises or manage manages Other X.X. Xxxxxx BentallGreenOak Accounts and may in the future sponsor, advise or manage additional Other X.X. Xxxxxx BentallGreenOak Accounts, (ii) with respect to Other X.X. Xxxxxx BentallGreenOak Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates BentallGreenOak will allocate investment opportunities between the Company and such Other X.X. Xxxxxx BentallGreenOak Accounts in accordance with X.X. Xxxxxx’x BentallGreenOak’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine BentallGreenOak determines to be reasonable fair and equitable to the Company and such Other X.X. Xxxxxx BentallGreenOak Accounts in their its sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other X.X. Xxxxxx BentallGreenOak Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x BentallGreenOak’s prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x BentallGreenOak’s regular businesses, personnel of the Adviser and its Affiliates BentallGreenOak will devote a substantial amount of their working time and resources to other projects and matters (including with respect to one or more Other X.X. Xxxxxx BentallGreenOak Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other X.X. Xxxxxx Accounts or the Adviser and such other AffiliatesBentallGreenOak Accounts, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx BentallGreenOak Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx BentallGreenOak Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx the Adviser will seek to resolve any such conflicts in a fair and reasonable equitable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx BentallGreenOak Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx BentallGreenOak Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx BentallGreenOak Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx BentallGreenOak Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx BentallGreenOak Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx BentallGreenOak Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxBentallGreenOak, any Other X.X. Xxxxxx BentallGreenOak Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other X.X. Xxxxxx BentallGreenOak Accounts, or with X.X. Xxxxxx, the AdviserBentallGreenOak, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx BentallGreenOak Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (BentallGreenOak Industrial Real Estate Income Trust, Inc.)
Other Activities of the Adviser. (a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies guidelines of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, advising sponsoring or managing of any Other X.X. Xxxxxx AccountsEQT Exeter Accounts or other programs, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (or and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies guidelines of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other X.X. Xxxxxx EQT Exeter Accounts and their investors, as described more fully in Section 8(b)).. ACTIVE\199936734.6
(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Adviser and Affiliates of the Adviser sponsor, advise or and/or manage Other X.X. Xxxxxx EQT Exeter Accounts and may in the future sponsor, advise or and/or manage additional Other X.X. Xxxxxx EQT Exeter Accounts, (ii) with respect this overlap will from time to Other X.X. Xxxxxx Accounts with time create conflicts of interest and (iii) in certain circumstances investment objectives or guidelines that overlap with opportunities suitable for the Company will not be presented to the Company’s but . The Adviser shall share information reasonably requested so that do not have priority over the Company, Board can confirm that the Adviser and its Affiliates will allocate allocation of investment opportunities between among the Company and such Other X.X. Xxxxxx EQT Exeter Accounts in accordance with X.X. Xxxxxx’x prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable to the Company and such Other X.X. Xxxxxx Accounts in their sole discretion, and there may be circumstances where investments that are is consistent with the Company’s Investment Guidelines may be shared with or allocated method described in the Prospectus and applied fairly to one or more Other X.X. Xxxxxx Accounts (in lieu of the Company) in accordance with X.X. Xxxxxx’x prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of X.X. Xxxxxx’x EQT Exeter’s regular businesses, personnel of the Adviser and its Affiliates will devote a substantial amount of their working may from time-to-time and resources to work on other projects and matters (including with respect to one or more Other X.X. Xxxxxx EQT Exeter Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company on the one hand and one or more Other X.X. Xxxxxx EQT Exeter Accounts or and/or the Adviser and such other AffiliatesAffiliates on the other hand, (ii) unless prohibited by the Charter, Other X.X. Xxxxxx EQT Exeter Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other X.X. Xxxxxx EQT Exeter Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while X.X. Xxxxxx the Adviser and its Affiliates will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of Other EQT Exeter Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx EQT Exeter Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to Affiliates of the Adviser and its Affiliates, including portfolio entities of Other X.X. Xxxxxx Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, and (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other X.X. Xxxxxx Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other X.X. Xxxxxx EQT Exeter Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other X.X. Xxxxxx EQT Exeter Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other X.X. Xxxxxx EQT Exeter Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from X.X. XxxxxxEQT Exeter, any Other X.X. Xxxxxx EQT Exeter Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition of Property by the CompanyCompany from EQT Exeter, any Other EQT Exeter Accounts or any of their Affiliates, the Company’s purchase price will be limited to the cost of the property Property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property Property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures joint ventures with Other X.X. Xxxxxx EQT Exeter Accounts, or with X.X. XxxxxxEQT Exeter, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less more favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any such conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other X.X. Xxxxxx EQT Exeter Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).. ACTIVE\199936734.6
(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, employee or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.
Appears in 1 contract
Samples: Advisory Agreement (EQT Exeter Real Estate Income Trust, Inc.)
