BUSINESS OPPORTUNITY MATTERS Sample Clauses

BUSINESS OPPORTUNITY MATTERS. (a) Issuer and Purchaser acknowledge and agree that neither Purchaser nor any of its affiliates shall be expressly or implicitly restricted or proscribed pursuant to this agreement, the relationship that exists between Purchaser and Issuer or otherwise, from engaging in any type of business activity or owning an interest in any type of business entity, regardless of whether such business activity is (or such business entity engages in businesses that are) in direct or indirect competition with the businesses or activities of Issuer or any of its affiliates. Without limiting the foregoing, Purchaser and Issuer acknowledge and agree that (i) neither Issuer nor its affiliates nor any other person shall have any rights, by virtue of this agreement, the relationship that exists between Purchaser and Issuer or otherwise, in any business venture or business opportunity of Purchaser or any of its affiliates, and neither Purchaser nor its affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to Issuer, any affiliates of Issuer or any other person, or otherwise account to any of such persons in respect of any such business ventures, (ii) the activities of Purchaser or any of its affiliates that are in direct or indirect competition with the activities of Issuer or any of its affiliates are hereby approved by Issuer, and (iii) it shall be deemed not to be a breach of any fiduciary or other duties, if any, whether express or implied, that may be owed by Purchaser or its affiliates to the Issuer or its affiliates for Purchaser to permit itself or one of its affiliates to engage in a business opportunity in preference over or to the exclusion of Issuer, its affiliates or any other person.
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BUSINESS OPPORTUNITY MATTERS. (a) Sheridan and JEDI I Partnership acknowledge and agree that neither JEDI I Partnership nor any of its Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this Agreement, the relationship that exists between JEDI I Partnership and Sheridan or otherwise, from engaging in any type of business activity or owning an interest in any type of business entity, regardless of whether such business activity is (or such business entity engages in businesses that are) in direct or indirect competition with the businesses or activities of Sheridan or any of its Affiliates. Without limiting the foregoing, JEDI I Partnership and Sheridan acknowledge and agree that (i) neither Sheridan nor its Affiliates nor any other Person shall have any rights, by virtue of this Agreement, the relationship that exists between JEDI I Partnership and Sheridan or otherwise, in any business venture or business opportunity of JEDI I Partnership or any of its Affiliates, and neither JEDI I Partnership nor its Affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to Sheridan, any Affiliate of Sheridan or any other Person, or otherwise account to any of such Persons in respect of any such business ventures, (ii) the activities of JEDI I Partnership or any of its Affiliates that are in direct or indirect competition with the activities of Sheridan or any of its Affiliates are hereby approved by Sheridan, and (iii) it shall be deemed not to be a breach of any fiduciary or other duties, if any and whether express or implied, that may be owed by JEDI I Partnership or its Affiliates to Sheridan or its Affiliates for JEDI I Partnership to permit itself or one of its Affiliates to engage in a business opportunity in preference or to the exclusion of Sheridan, its Affiliates or any other Person.
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BUSINESS OPPORTUNITY MATTERS. 29 8.7 INDEMNIFICATION....................................................29 8.8 SURVIVAL OF TERMS; FAILURE TO CLOSE................................30 8.9
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BUSINESS OPPORTUNITY MATTERS. (a) Sheridan and GGP acknowledge and agree that neither GGP nor any of its Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this Agreement, the relationship that exists between GGP and Sheridan or otherwise, from engaging in any type of business activity or owning an interest in any type of business entity, regardless of whether such business activity is (or such business entity engages in businesses that are) in direct or indirect competition with the businesses or activities of Sheridan or any of its Affiliates. Without limiting the foregoing, GGP and Sheridan acknowledge and agree that (i) neither Sheridan nor its Affiliates nor any other Person shall have any rights, by virtue of this Agreement, the relationship that exists between GGP and Sheridan or otherwise, in any business venture or business opportunity of GGP or any of its Affiliates, and neither GGP nor its Affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to Sheridan, any Affiliate of Sheridan or any other Person, or otherwise account to any of such Persons in respect of any such business ventures, (ii) the activities of GGP or any of its Affiliates that are in direct or indirect competition with the activities of Sheridan or any of its Affiliates are hereby approved by Sheridan, and (iii) it shall be deemed not to be a breach of any fiduciary or other duties, if any and whether express or implied, that may be owed by GGP or its Affiliates to Sheridan or its Affiliates for GGP to permit itself or one of its Affiliates to engage in a business opportunity in preference or to the exclusion of Sheridan, its Affiliates or any other Person.
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BUSINESS OPPORTUNITY MATTERS. 35 8.3 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 8.4 SURVIVAL; FAILURE TO CLOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 8.5 RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ARTICLE IX. INDEMNIFICATION
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BUSINESS OPPORTUNITY MATTERS. To the fullest extent permitted by law, (a) Issuer and Purchasers acknowledge and agree that neither of the Purchasers nor any of their respective Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this Agreement, the
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BUSINESS OPPORTUNITY MATTERS. (a) Sheridan and GGP acknowledge and agree that neither GGP nor any of its Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this Agreement, the relationship that exists between GGP and Sheridan or otherwise, from engaging in any type of business activity or owning an interest in any type of business entity, regardless of whether such business activity is (or such business entity engages in businesses that are) in direct or indirect competition with the businesses or activities of Sheridan or any of its Affiliates. Without limiting the foregoing, GGP and Sheridan acknowledge and agree that (i) neither Sheridan nor its Affiliates nor any other Person shall have any rights, by virtue of this Agreement, the relationship that exists between GGP and Sheridan or otherwise, in any business venture or business opportunity of GGP or any of its Affiliates, and neither GGP nor its Affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to Sheridan, any Affiliate of Sheridan or any other Person, or otherwise account to any of such Persons in respect of any such business ventures, (ii) the activities of GGP or any of its Affiliates
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BUSINESS OPPORTUNITY MATTERS 
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Related to BUSINESS OPPORTUNITY MATTERS

  • Business Opportunities Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Freedom to Pursue Opportunities The Parties expressly acknowledge and agree that: (i) Sponsor and each Sponsor Director (and each Affiliate thereof) has the right to, and shall not have any duty (contractual or otherwise) to (and none of the following shall be deemed to be wrongful or improper), (x) directly or indirectly engage in the same or similar business activities or lines of business as the Parent Parties or any of their respective Subsidiaries, including those deemed to be competing with the Parent Parties or any of their respective Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Parent Parties or any of their respective Subsidiaries; and (ii) in the event that Sponsor or a Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be an opportunity for the Parent Parties or any of their respective Subsidiaries and Sponsor or any other Person, Sponsor and such Sponsor Director (and any such Affiliate) shall not have any duty (contractual or otherwise) to communicate or present such opportunity to the Parent Parties or any of their respective Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Parent Parties, their respective Subsidiaries or their respective Affiliates or equity holders for breach of any duty (contractual or otherwise) by reason of the fact that Sponsor or such Sponsor Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Parent Parties or any of their respective Subsidiaries; provided, that any such business, activity or transaction described in this Section 4.14 is not the direct result of Sponsor, its Affiliates or a Sponsor Director using Confidential Information in violation of Section 3.3 hereof. Notwithstanding anything to the contrary contained in this Section 4.14, any Sponsor Director may be excluded, by the members of the Board who are not Sponsor Directors, from any discussion or vote on matters in accordance with a conflicts of interest policy of the Board that is adopted by the Board in good faith and is applicable to all of the members of the Board.

  • Notice and Opportunity to Defend Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • Confidential Business Information As used in this Agreement, the term “Confidential Business Information” means any and all of the Company’s trade secrets, confidential and/or proprietary information, and all other information and data that is not generally known to third persons who could derive economic value from its use or disclosure, including, but not limited to, the Company’s strategies, methods, products, software, designs, drawings, books, records, data, and technical information concerning its products, equipment, services and processes, procurement procedures and pricing techniques; the methods though which the Company identifies, hires, trains and compensates its employees; details regarding the Company’s employees, including their compensation, contact information, and their performance and conduct; methods to locate and qualify contractors, vendors and third party affiliates; the identity of and other information (such as credit and financial data) concerning the Company’s contractors, vendors and third party business affiliates; the individuals, and their contact Information, at contractors, vendors and third party business affiliates with whom the Company has dealt; the amounts and types of goods and/or services purchased in the past from contractors, vendors and third party business affiliates; the amounts paid for such past purchases; the identity of the Company’s customers; the individuals, and their contact information, at customers with whom Employee has dealt; the amounts and types of products and services purchased in the past by such customers; the amount paid for such past purchases, the timing of such past purchases, and the method of payment for such past purchases; the Company’s plans for future products and services; the details of any ongoing or planned negotiations for future products and services; and the Company’s plans for the future, including without limitation plans for its products and services, for geographic and customer markets, and for marketing, promoting, selling, distributing and providing its products and services.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

  • Business Operations Company and Shareholders shall operate the Business and use the Assets in the ordinary course. Company and Shareholders shall not enter into any lease, contract, indebtedness, commitment, purchase or sale or acquire or dispose of any capital asset relating to the Business or the Assets except in the ordinary course of business. Company and Shareholders shall use their best efforts to preserve the Business and Assets intact and shall not take any action that would have an adverse effect on the Business or Assets. Company and Shareholders shall use their best efforts to preserve intact the relationships with payors, customers, suppliers, patients and others having significant business relations with Company. Company and Shareholders shall collect its receivables and pay its trade payables in the ordinary course of business. Company and Shareholdes shall not introduce any new method of management, operations or accounting.

  • Return of Confidential Information and Company Property Upon termination of the Executive’s employment for any reason, the Executive shall immediately return all Confidential Information and other Company property to the Company.

  • Business Information All Business Information shall be owned jointly by the Members as their Ownership Interests are determined pursuant to this Agreement. Both before and after the termination of the Company, all Business Information may be used by either Member for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Member. Except as provided in Sections 13.3 and 13.4, or with the prior written consent of the other Member, each Member shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

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