Company Projects. Subject to and not in limitation of Sections 3.8.2, 12.9, and 12.10, all Members agree to (i) conduct and present all activities and endeavors that directly relate to and involve complimentary or similar activities or projects to any previously conducted, pending, previously approved or contemplated Company Project solely through and to the Company; it being intended that the Company (and the Members through their ownership of the Company) shall be the sole beneficiary(ies) of any conduct of a Company Project. Notwithstanding the foregoing but in all events subject to their compliance with Sections 12.9 and 12.10 of this Agreement, nothing contained in this Section 3.8.3 shall restrict Simon, Yucaipa or Xxxx from engaging in any business enterprise or activity which is or may be actually or potentially competitive with the Company Business or any Company Opportunities as long as such enterprise or activities do not directly involve a Company Project (such as through marketing tie-ins to a Company Project).
Appears in 4 contracts
Samples: Employment Agreement (Simon Worldwide Inc), Employment Agreement (Simon Worldwide Inc), Limited Liability Company Agreement (Simon Worldwide Inc)
