Common use of Duties and Conflicts Clause in Contracts

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that each of the other Members and its members, managers partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each of the Members may engage in or possess an interest in any other business or venture of any kind, independently or with others, including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members 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 the other Members. Neither the Company nor the other Members 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.

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Members and its members, managers partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, representatives 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 that each of the other Members SPVs, and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each ; (ii) each of the Members and their 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 the SPVs and that might be in direct or indirect competition with the Company and the SPVs, and including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the CompanyCompany and the SPVs, without any obligation to offer any interest in such activities to the Company Company, the SPVs or to the other Members. Neither ; (iv) neither the Company Company, the SPVs nor the other Members 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 CompanyCompany and the SPVs, shall not be deemed wrongful or improper; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company, the SPVs 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 of them. (c) Until such time as the Company has been dissolved in accordance with Section 11.1, the AW Member Group and its respective Affiliates (but excluding for the avoidance of doubt any individual members of AW Investor other than an AW Person) shall not own or manage or participate in the ownership or management of any medical office building project within a three (3) mile radius of any Project that may compete with or be detrimental to any Project, unless BH has been first offered by the AW Member Group the opportunity to co-invest in such opportunity. Such co-investment rights shall (i) cease to be applicable to any Project in which the Company ceases to have an ownership interest, and (ii) not apply to the existing projects of the AW Member Group and its Affiliates owned or managed on the date of this Agreement or to the St. Mary’s medical office building. (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the AW Member Group or their Affiliates shall initiate the solicitation of tenants in any building that comprises any part of a Project to move to other buildings owned or managed by any member of the AW Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the AW Member Group or its Affiliates and a tenant regarding a move by such tenant to a property which is not a Project; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants. Furthermore, no member of the AW Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of a Project and shall not discriminate against a building that comprises any part of a Project in favor of other properties owned outside the Company and the SPVs in its presentations and communications with potential tenants.

Duties and Conflicts. (a) The Members and their respective officersMembers, employeesincluding the Managing Member, appointed members of the Executive Committee and Affiliates shall devote such time to the business of the Company business and the Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise provided hereunder in this Agreement or as otherwise agreed to in writing approved by both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that each of the other Members Member and its members, managers partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Executive Committee representatives and Affiliates, have has or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company Company, and that each of the other Members Member and its members, managers, partners, shareholders, officers and officers, directors, employees, agents, representatives, appointed members of the Executive Committee representatives and Affiliates, are entitled to carry on such other business interests, activities and investments. Each of the Members may engage in or possess an interest in any other business or venture of any kind, independently or with others, including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and 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 the other MembersMember. Neither the Company Company, the Subsidiaries nor the other Members Member shall have any right, by virtue of this Agreement or any Subsidiary Operating 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. For the avoidance of doubt, no provision contained herein is intended to modify any term or condition of that certain Origination Agreement, dated August 2, 2004, by and among GKK, GKK Capital LP and XX Xxxxx Operating Partnership, L.P., as the same may be amended from time to time.

Duties and Conflicts. (a) The Members Partners and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested MembersPartners, no Member and no Partner nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member Partner shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. (b) Each of the Members Partners recognizes that each of the other Members Partners and its members, managers partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that each of the other Members Partners and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each of the Members Partners may engage in or possess an interest in any other business or venture of any kind, independently or with others, including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its own behalf or on behalf of other entities with which any of the Members Partners is affiliated or otherwise, and each of the Members Partners may engage in any such activities, whether or not competitive with the Company, NY 77646119v1 without any obligation to offer any interest in such activities to the Company or to the other MembersPartners. Neither the Company nor the other Members Partners 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.

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Members and its members, managers partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, representatives 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 Company, and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each ; (ii) each of the Members and their 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 its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and 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 the other Members. Neither ; (iv) neither the Company nor the other Members 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; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or 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 of them. (c) Until such time as the Company has been dissolved in accordance with Section 11.1, the HP Member Group and its respective Affiliates shall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three-mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or (B) neither BH nor any Affiliate has any interest in the Company; and (ii) not apply to the existing projects of the HP Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the HP Member Group or their Affiliates shall initiate the solicitation of tenants in any building that comprises any part of the Property to move to other buildings owned or managed by any member of the HP Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the HP Member Group or its Affiliates and a tenant regarding a move by such tenant to a property which is not the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the HP Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Property and shall not discriminate against a building that comprises any part of the Property in favor of other properties owned outside the Company in its presentations and communications with potential tenants.

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Members and its members, managers partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, representatives 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 Company, and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each ; (ii) each of the Members and their 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 its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and 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 the other Members. Neither ; (iv) neither the Company nor the other Members 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; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or 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 of them. (c) Notwithstanding the provisions of Section 7.4(b), until such time as the Company has been dissolved in accordance with Section 11.1, the CH Member Group and its respective Affiliates shall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or (B) neither BH nor any Affiliate has any interest in the Company; and (ii) not apply to the existing projects of the CH Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the CH Member Group or their Affiliates shall initiate the solicitation of tenants in any building that comprises any part of the Property to move to other buildings owned or managed by any member of the CH Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the CH Member Group or its Affiliates and a tenant regarding a move by such tenant to a property which is not the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the CH Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Property and shall not discriminate against a building that comprises any part of the Property in favor of other properties owned outside the Company in its presentations and communications with potential tenants.

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Members and its members, managers partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, representatives 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 Company, and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each ; (ii) each of the Members and their 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 its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and 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 the other Members. Neither ; (iv) neither the Company nor the other Members 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; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or 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 of them. (c) Until such time as the Company has been dissolved in accordance with Section 11.1, the MP Member Group and its respective Affiliates shall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three-mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or (B) neither BH nor any Affiliate has any interest in the Company; and (ii) not apply to the existing projects of the MP Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the MP Member Group or their Affiliates shall initiate the solicitation of tenants in any building that comprises any part of the Property to move to other buildings owned or managed by any member of the MP Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the MP Member Group or its Affiliates and a tenant regarding a move by such tenant to a property which is not the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the MP Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Property and shall not discriminate against a building that comprises any part of the Property in favor of other properties owned outside the Company in its presentations and communications with potential tenants.

Duties and Conflicts. (a) The Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the 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 both the Executive Committee and all disinterested Members, no Member and no 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 Members recognizes that each of the other Members and its members, managers managers, partners, shareholders, officers, directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives, appointed members of the Executive Committee and Affiliates, are entitled to carry on such other business interests, activities and investments. Each of the Members may engage in or possess an interest in any other business or venture of any kind, independently or with others, including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members 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 the other Members. Neither the Company nor the other Members 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. (c) The Members acknowledge and agree that Sponsor and/or its Affiliates own other projects in the Burbank, California area (each, individually, an “Unrelated Project”). In the event any potential tenant is considering leasing space at both (1) either the Pinnacle 1 Property and/or the Pinnacle 2 Property and (2) an Unrelated Project (including, for the avoidance of doubt, in the event of a vacancy described in the immediately succeeding sentence), Sponsor agrees that, at Administrative Member’s election, notwithstanding anything to the contrary set forth in the Sub Management/Leasing Agreement, Leasing/Construction Manager shall not broker or otherwise act as the leasing agent for the Company with respect to any leasing activity in respect of such tenant, provided, however, that all amounts that would be due and payable to Leasing/Construction Manager under the Sub Management/Leasing Agreement if such tenant should execute a lease shall be payable to Leasing/Construction Manager (i.e. as if Leasing/Construction Manager had acted as the leasing broker). Further, without limiting the foregoing, in the event the tenants known as Clear Channel (AM/FM), Warner Music Group. and/or Warner Brothers Entertainment vacate their respective premises, or, in the event the leases pursuant to which space is demised to such tenants expire, or are sooner terminated, in each case, pursuant to their respective terms, then Administrative Member shall have the right to engage a third party broker on behalf of the Company for the purpose of leasing all such space without the consent of the Sponsor (or of any representative of Sponsor appointed to the Executive Committee), notwithstanding the terms of