Common use of BUSINESS OPPORTUNITY MATTERS Clause in Contracts

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. (b) Neither Issuer nor its affiliates shall enter into any "area of mutual interest" agreement or similar agreement that could or would have the effect of binding Purchaser or any of its affiliates or their respective properties. (c) For purposes of this Section 8.10, the term "affiliate," when used to refer to affiliates of Purchaser, shall exclude Issuer and its affiliates.

BUSINESS OPPORTUNITY MATTERS. To the fullest extent permitted by law, (a) Issuer QRI, Mercury, TCW and Purchaser JEDI acknowledge and agree that neither Purchaser JEDI, TCW nor any of its affiliates their respective Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this agreement, Agreement or the relationship that exists between Purchaser JEDI or TCW and Issuer QRI 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 QRI or any of its affiliatesAffiliates. Without limiting the foregoingforegoing and to the fullest extent permitted by law, Purchaser JEDI, QRI, TCW and Issuer Mercury acknowledge and agree that (i) neither Issuer QRI nor its affiliates Affiliates nor any other person shall have any rights, by virtue of this agreementAgreement and the other Basic Documents, the relationship that exists between Purchaser JEDI or TCW and Issuer QRI or otherwise, in any business venture or business opportunity of Purchaser JEDI or TCW or any of its affiliatestheir respective Affiliates, and neither Purchaser JEDI or TCW nor its affiliates their respective Affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to Issuer, QRI or any affiliates Affiliate of Issuer QRI or any other person, person or otherwise account to any of such persons in respect of any such business ventures, (ii) the activities of Purchaser JEDI, TCW or any of its affiliates their respective Affiliates that are in direct or indirect competition with the activities of Issuer QRI or any of its affiliates Affiliates are hereby approved by IssuerQRI and Mercury, and (iii) by virtue of this Agreement and the other documents contemplated hereby, it shall not be deemed not to be a breach of any fiduciary or other duties, if any, any and whether express or implied, that may be owed by Purchaser JEDI, TCW or their respective Affiliates to QRI or its affiliates to the Issuer Affiliates for JEDI or its affiliates for Purchaser TCW to permit itself or one of its affiliates respective Affiliates to engage in a business opportunity in preference over or to the exclusion of IssuerQRI, its affiliates Affiliates or any other person. (b) Neither Issuer nor its affiliates shall enter into any "area of mutual interest" agreement or similar agreement that could or would have the effect of binding Purchaser or any of its affiliates or their respective properties. (c) For purposes of this Section 8.10, the term "affiliate," when used to refer to affiliates of Purchaser, shall exclude Issuer and its affiliates.

BUSINESS OPPORTUNITY MATTERS. (a) Issuer Sheridan and Purchaser GGP acknowledge and agree that neither Purchaser GGP nor any of its affiliates Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this agreementAgreement, the relationship that exists between Purchaser GGP and Issuer 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 Issuer Sheridan or any of its affiliatesAffiliates. Without limiting the foregoing, Purchaser GGP and Issuer Sheridan acknowledge and agree that (i) neither Issuer Sheridan nor its affiliates Affiliates nor any other person Person shall have any rights, by virtue of this agreementAgreement, the relationship that exists between Purchaser GGP and Issuer Sheridan or otherwise, in any business venture or business opportunity of Purchaser GGP or any of its affiliatesAffiliates, and neither Purchaser GGP nor its affiliates Affiliates shall have any obligation to offer any interest in any such business venture or business opportunity to IssuerSheridan, any affiliates Affiliate of Issuer Sheridan or any other personPerson, or otherwise account to any of such persons Persons in respect of any such business ventures, (ii) the activities of Purchaser GGP 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.Affiliates (b) Neither Issuer nor Sheridan or its affiliates Affiliates shall enter into any "area of mutual interest" agreement or of similar agreement that could or would have the effect of binding Purchaser GGP or any of its affiliates Affiliates or their respective properties. (c) For purposes Except for duties and obligations owed by Sheridan to GGP or any of its Affiliates pursuant to this Section 8.10Agreement, any of the term "affiliate," when used Operative Documents to refer to affiliates which GGP or any of Purchaserits Affiliates is a party, shall exclude Issuer or any other existing or prospective contract or agreement between Sheridan and GGP or any of its Affiliates, nothing in the relationship between Sheridan and GGP and its affiliatesAffiliates created by this Agreement shall be deemed to create any duty or obligation of Sheridan to offer any interest in any business venture or business opportunity to GGP or its Affiliates.