Common use of CONFLICTS AND COMPETITION Clause in Contracts

CONFLICTS AND COMPETITION. Each of the Members recognizes that each of the other Members and its members, partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates, have or may have in the future other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and/or one or more of the Subsidiaries and that each of the other Members and its members, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates are entitled to carry on such other business interests, activities and investments. Except as provided in Section 2.16.2 of the Hotel Management Agreement or otherwise agreed to in writing by such Member or such Member's partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates, (i) each of the Members and their partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, and (ii) each of the Members and their partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates may engage in any such activities, whether or not in competition with the Company or any Subsidiary without any obligation to offer any interest in such activities to the Company or to the other Members. Neither the Company nor the other Members nor their partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers and Affiliates will have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any Subsidiary, will not be deemed wrongful or improper. Notwithstanding the provisions of this Section 7.04(b), no Member nor any Affiliate of any Member shall acquire, directly or indirectly, any debt, whether secured or unsecured, of OpBiz or, without (i) the prior written notice to the other Members at least three (3) days prior to such acquisition and (ii) an offer to the other Members to participate in the acquisition of such debt in proportion to their respective Percentage Interests, of MezzCo.

CONFLICTS AND COMPETITION. Each of the Members recognizes that each of the Managers and the other Members and its their respective members, partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates, have or may have in the future other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and/or one or more of the Subsidiaries and that each of the Managers and the other Members and its their respective members, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates are entitled to carry on such other business interests, activities and investments. Except as provided in Section 2.16.2 of the Hotel Management Agreement or otherwise agreed to in writing by such Member or such Member's partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates, (i) each of the Managers and the Members and their respective partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, and (ii) each of the Managers and the Members and their respective partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates may engage in any such activities, whether or not in competition with the Company or any Subsidiary without any obligation to offer any interest in such activities to the Company or to the other Members, and (iii) to the maximum extent permitted by applicable law, each Member hereby waives any claim or cause of action against the Managers or the other Members or any of their respective Affiliates, agents and representatives for any breach of any fiduciary duty to such Member or the Company by such Person, including as may result from a conflict of interest between the Company and such Person. Each Member acknowledges and agrees that in the event of any such conflict of interest, each such Person may, in the absence of bad faith, act in its own best interest or the best interest of such Manager, Member, Affiliate, agent or representative. The Managers shall not be obligated to recommend or take any action as Managers that prefers the interests of the Company or the Members over the interests of the Managers or their respective Affiliates, agents or representatives and the Company and the Members hereby waive the fiduciary duty, if any, to the Company and the Members, including in the event of any such conflict of interest. Neither the Company nor the other Members nor their respective partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Board of Managers representatives and Affiliates will have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any Subsidiary, will not be deemed wrongful or improper. Notwithstanding the provisions of this Section 7.04(b), no Member nor any Affiliate of any Member shall acquire, directly or indirectly, any debt, whether secured or unsecured, of OpBiz or, without (i) the prior written notice to the other Members at least three (3) days prior to such acquisition and (ii) an offer to the other Members to participate in the acquisition of such debt in proportion to their respective Percentage Interests, of MezzCo.