Common use of Duties and Conflicts Clause in Contracts

Duties and Conflicts. The Managing Member only shall be required to devote such time to the management of the business of the Company as it deems necessary to promote the interests of the Company. Each Member recognizes that the other Members (including the Managing Member) and their Affiliates have or may hereafter have other business interests, activities and investments, some of which may be in conflict or competition with the business or properties of the Company, and that such Persons are entitled to carry on such other business interests, activities and investments. The Members (including the Managing Member) and their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, on their own behalf or on behalf of other entities with which they are affiliated or associated, and such persons may engage in any activities, whether or not competitive with the Company, without any obligation to offer any interest in such activities to the Company or to any Member. Neither the Company nor any Member shall 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, shall not be deemed wrongful or improper. Without limiting the foregoing, each Member recognizes that (a) the Managing Member and/or its Affiliates (other than the Company and its Subsidiaries) own, independently and/or with others, direct and/or indirect interests in Shopping Center Projects in which the Company and its Subsidiaries have no interest and which may be in conflict or competition with the business or properties of the Company and its Subsidiaries, (b) the Managing Member intends to continue to conduct and expand such business and activities and (c) the Managing Member and its Affiliates (other than the Company and its Subsidiaries) are entitled to carry on such other business and activities and own such properties without any obligation to offer any interest in such business, activities or properties to the Company or to any Member.

Duties and Conflicts. (a) The Managing Member only Members and their respective officers, employees, and Affiliates shall be required to devote such time to the management Company business as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as provided hereunder or as otherwise agreed to in writing by the Managing Member and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. (b) Each of the business Members recognizes, acknowledges and agrees as follows: (i) each of the Company as it deems necessary to promote the interests of the Company. Each Member recognizes that the other Members (including the Managing Member) and their Affiliates respective Affiliates, employees, agents, and representatives have or may hereafter have in the future other business interests, activities and investments, some of which may be in conflict or competition with the business or properties of the Company, and that such Persons are entitled to carry on such other business interests, activities and investments. The ; (ii) each of the Members (including the Managing Member) and their Affiliates respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in any other business or venture of any kindin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on their its own behalf or on behalf of other entities with which they are any of the Members is affiliated or associatedotherwise; (iii) each of the Members and their respective Affiliates, employees, agents, and such persons representatives may engage in any such activities, whether or not competitive with the Company, without any obligation to offer any interest in such activities to the Company or to any Member. Neither the other Members; (iv) neither the Company nor any Member shall have any right, by virtue of this Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company, shall not be deemed wrongful or improper. Without limiting the foregoing, each Member recognizes that ; and (av) the Managing Member and/or its Affiliates (obligations and duties of the Members to each other than and to the Company shall be limited solely to those arising under the Transaction Documents, and its Subsidiaries) own, independently and/or with others, direct and/or indirect interests in Shopping Center Projects in which neither the Company and its Subsidiaries have no interest and which may Members nor their respective Affiliates shall be in conflict obligated to present any investment opportunity or competition with the business or properties of the Company and its Subsidiaries, (b) the Managing Member intends to continue to conduct and expand such business and activities and (c) the Managing Member and its Affiliates (other than the Company and its Subsidiaries) are entitled to carry on such other business and activities and own such properties without any obligation to offer any interest in such business, activities or properties prospective economic advantage to the Company or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any Memberof them.

Duties and Conflicts. (a) The Managing Member only Manager and appointed members of the Executive Committee shall be required to devote such time to the management of the business of the Company Company, the GP, the OP and the Class B Subsidiaries as it deems they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement or as otherwise approved by the Executive Committee, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to promote this Agreement with respect to the interests Class B Properties. (b) Each of the Company. Each Member Members recognizes that the other Members (including the Managing Member) Member and their Affiliates have its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, has or may hereafter in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business or properties of the Company, and that such Persons the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. The Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, each of the Members (including the Managing Member) and their Affiliates may engage in or possess an interest in any other business or venture ventures of any kindnature and description, independently or with others, including, but not limited to, the ownership, financing, acquiring, leasing, promoting, improving, operation, management, syndication, brokerage and/or development of real property other than the Properties, including, but not limited to, property in the area which the Property is located, on their its own behalf or on behalf of other entities with which they are any of the Members is affiliated or associatedotherwise, and such persons each of the Members may engage in any such activities, whether or not competitive with the CompanyCompany or any Subsidiary, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to any the other Member. Neither the Company Company, the Subsidiaries nor any the other Member shall have any right, by virtue of this Agreement, 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 CompanyCompany or any Subsidiary, shall not be deemed wrongful or improper. Without limiting the foregoing, each Member recognizes that (a) the Managing Member and/or its Affiliates (other than the Company and its Subsidiaries) own, independently and/or with others, direct and/or indirect interests in Shopping Center Projects in which the Company and its Subsidiaries have no interest and which may be in conflict or competition with the business or properties of the Company and its Subsidiaries, (b) the Managing Member intends to continue to conduct and expand such business and activities and . (c) Each of the Managing CLI Member and the Xxxx/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the Xxxx/SLG Member or their respective Affiliates provide management or leasing services (other than “Similar CLI/Xxxx Properties”) to existing and prospective tenants. In addition, each of the Company CLI Member and its Subsidiaries) are entitled the Xxxx/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to carry on such other business leasing one available space versus another in a manner that is not fair and activities equitable across all available space in the Properties and own such properties the Similar CLI/Xxxx Properties, without any obligation first offering to offer any interest in such business, activities or properties provide to the Company or the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to any Membermove existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.