Third-Party and Affiliate Services Sample Clauses
The Third-Party and Affiliate Services clause defines the terms under which a party may use services, products, or platforms provided by external companies or affiliates in connection with the main agreement. This clause typically clarifies that such third-party or affiliate services are not directly controlled by the primary contracting parties, and may outline responsibilities, limitations of liability, or requirements for using these services. Its core function is to allocate risk and clarify the extent of responsibility for issues arising from the use of third-party or affiliate offerings, ensuring all parties understand the boundaries of liability and service obligations.
Third-Party and Affiliate Services. (a) The General Partner and the Investment Manager, pursuant to the Management Agreement, shall have the right, on behalf of the Partnership, to retain third parties to provide services to the Partnership, including, but not limited to, property or asset management, leasing, construction management, mortgage banking, investment sales, capital markets, market research, due diligence, underwriting, Investment-level accounting, engineering, brokerage, insurance administration and other services (the “Services”) and when applicable may pay fees for such Services. The Partnership may engage Affiliates of the Key Person, the General Partner or the Investment Manager to perform any such Services, provided such Services are provided at market rates and on arms-length market terms. All transactions between the Partnership and any Affiliates of the Key Person, the General Partner or the Investment Manager shall be disclosed to the Advisory Committee and will be on current and customary terms for the relevant market and affected properties.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Partners acknowledge and agree that the General Partner, the Investment Manager or the Investment Advisor shall have the right to cause the Partnership and/or one or more of its Affiliates to enter into agreements with ▇▇▇▇▇▇▇▇▇ Park HP Advisors Limited (“HP Advisors”), an Affiliate of the General Partner and the Investment Manager, to (i) carry out any of the Services or other activities referenced in Sections 7.01(vi) and 7.01(x) and/or described on Schedule C attached hereto and (ii) carry out other services with the Consent of the Advisory Committee, provided that in no circumstances shall HP Advisors provide any of the foregoing services to the extent they would constitute regulated activities for the purposes of the United Kingdom Financial Services and Markets Act 2000 or Jersey’s Financial Services (Jersey) Law 1998, and each Partner hereby approves of such actions, provided such agreements shall provide that such services are charged to the Partnership on a cost-plus basis equal to HP Advisors’ cost of providing such services (including, without limitation, salaries, benefits, bonuses, taxes and other personnel costs and HP Advisors’ related share of rent and overhead) plus ten percent (10%). Any costs and fees paid for in connection with the preceding sentence shall not in any way affect or reduce the Management Fee payable hereunder nor...