Restrictions on the Managers. 3.3.1 The Managers will, and will cause any other Service Provider to, refrain from taking any action that is not in compliance with or would violate any Laws or that otherwise would not be permitted by the Governing Instruments of the Service Recipients. If any Manager or any Service Provider is instructed to take any action that is not in such compliance by a Service Recipient’s Governing Body, such person will promptly notify such Governing Body of its judgment that such action would not comply with or violate any such Laws or otherwise would not be permitted by such Governing Instrument. 3.3.2 In performing its duties under this Agreement, each member of the Manager Group will be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other, professional advisors) and will be permitted to rely in good faith upon the direction of a Service Recipient’s Governing Body to evidence any approvals or authorizations that are required under this Agreement. All references in this Agreement to the Service Recipients or Governing Body for the purposes of instructions, approvals and requests to the Managers will refer to the Governing Body.
Appears in 3 contracts
Samples: Master Services Agreement (Brookfield Property Partners L.P.), Master Services Agreement (Brookfield Property Partners L.P.), Master Services Agreement (Brookfield Property Partners L.P.)
Restrictions on the Managers. 3.3.1 3.4.1 The Managers will, and will cause any other Service Provider to, refrain from taking any action that is not in compliance with or would violate any Laws or that otherwise would not be permitted by the Governing Instruments of the Service Recipients. If any Manager or any Service Provider is instructed to take any action that is not in such compliance by a Service Recipient’s Governing Body, such person will promptly notify such Governing Body of its judgment that such action would not comply with or violate any such Laws or otherwise would not be permitted by such Governing Instrument.
3.3.2 3.4.2 In performing its duties under this Agreement, each member of the Manager Group will be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other, professional advisors) and will be permitted to rely in good faith upon the direction of a Service Recipient’s Governing Body to evidence any approvals or authorizations that are required under this Agreement. All references in this Agreement to the Service Recipients or Governing Body for the purposes of instructions, approvals and requests to the Managers will refer to the Governing Body.
Appears in 2 contracts
Samples: Master Services Agreement (Brookfield Property Partners L.P.), Master Services Agreement (Brookfield Property Partners L.P.)