Anti-Competition Covenant. After the date hereof, ESC shall not attempt, either directly or through an Affiliate, to (1) except in connection with a Permitted Portfolio Acquisition or the Existing Competing Projects, acquire an interest in, develop, operate or manage any property that is or will be in competition with the Properties in its immediate marketing area, except for the benefit of the Company or any Company Subsidiary so long as the Company or any Company Subsidiary owns any portion of the Properties; (2) except with respect to any Existing Competing Projects, develop any property within a 15-mile radius of the Properties in competition with the Properties; (3) divert any person that is a then existing or potential resident at any of the Properties or treat any Existing Competing Projects or any properties acquired as part of a Permitted Portfolio Acquisition in a manner which is less favorable to the Properties or the Company or (4) acquire an interest in any debt that is secured, directly or indirectly, by any of the Properties. Neither Columbia nor any Affiliate of Columbia shall (i) engage ESC or any Affiliate of ESC as a manager, operator or lessee for any property which competes with the Properties in violation of the foregoing provisions of this Section 5.4B or (ii) develop any senior housing property within a 15 mile radius of the Properties. BREA shall not develop any senior housing property within a 15 mile radius of the Properties in competition with the Properties.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Emeritus Corp\wa\), Limited Liability Company Agreement, Agreement of Purchase and Sale
