Future Business Opportunities Sample Clauses

Future Business Opportunities. (a) If any Member or any of its Affiliates (an "Offering Party") has the opportunity to engage in any other business in Russia or to purchase or invest in any other business interests in Russia ("Russian Opportunities"), it shall promptly notify the other Members of such opportunity and the Members shall decide whether such opportunity shall be conducted by the Company or through a separate entity owned by the Members on a commercially reasonable basis substantially consistent with the terms of this Agreement, to be negotiated in good faith. The New Valley Parties hereby agree that, except as provided herein with respect to the Kremlin Sites (as defined below), with respect to Russian Opportunities in which any of the New Valley Parties or their respective Affiliates are the Offering Party, Apollo shall have the option to participate in any such Russian Opportunities on a commercially reasonable basis that is substantially consistent with this Agreement with respect to Apollo's percentage ownership interests in any venture formed by the Offering Party to invest in or develop such Russian Opportunity, to be negotiated in good faith. The Offering Party shall provide from time to time all material information relating to such Russian Opportunity (the "Information") that it has in its possession to the other Members, provided that such Members enter into any confidentiality arrangement as may be required by third parties. Each Member receiving such notice shall have the right to participate in such Russian Opportunity if it has responded within thirty (30) days of the receipt of the notice (the "Notice Period"); provided, however, that in the event of a material change in the Information, including, without limitation, with respect to the terms and/or governmental approvals regarding such Russian Opportunity, the Notice Period shall recommence with respect to such Russian Opportunity for an additional thirty (30) day period as of the date of the event of such material change. Apollo shall be considered an Offering Party only with respect to real estate opportunities originated by Apollo or its Affiliates. (b) The New Valley Parties hereby agree that with respect to BrookeMil's investment in two adjoining plots at Repin Square (Bolotnaya), Moscow (the "Kremlin Sites"), subject to the execution of mutually acceptable documentation, Apollo will co-invest with BrookeMil or any Affiliates of the New Valley Parties that may invest in and develop the Kremlin Sites (c...
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Future Business Opportunities. ‌ (a) FCSOOL has represented to Xxxxx that it will be amenable to a future purchase offer from Xxxxx, for good and valuable consideration, for: (i) the customer base, formulations, Know-How and Intellectual Property associated to the Products; and/or (ii) all of its assets or share capital. The Parties agree that they shall conduct any such negotiations in good faith and acting reasonably. (b) If FCSOOL wishes to make a bona fide offer to one or more persons to enter into any form of share purchase, business combination, amalgamation or other agreements of similar nature with respect to FCSOOL or a purchase offer with respect to its customer base, formulations, Know-How and Intellectual Property associated to the Products (the “Offered Interest”) then prior to making any such offer, FCSOOL shall give notice in writing to Xxxxx of the terms and conditions upon which it would be prepared to enter into with respect to the Offered Interest, which shall be in written form (the “Notice”). A Notice shall be deemed to constitute an offer (the “1st Offer”) by FCSOOL to Xxxxx on the terms and conditions set out in the Notice and shall be open for acceptance by Xxxxx for a period of 45 days from the date of its receipt. If Xxxxx gives notice to FCSOOL electing to accept the 1st Offer within the 45-day period, such acceptance shall constitute a binding agreement between FCSOOL and Xxxxx in respect of the Offered Interest on the terms and conditions set out in the Notice. If Xxxxx does not accept the 1st Offer within the 45-day period, FCSOOL may enter into agreements for the Offered Interest with any other person or persons on the terms and conditions set out in the Notice (or other terms and conditions as may be agreed, provided such terms and conditions are no more favourable to such person or persons) and such purchase and sale shall be completed within 45 days of the expiration of the right of Xxxxx to accept the 1st Offer provided for in this Section, failing which FCSOOL must again comply with the provisions of this Section in respect of the Offered Interest. For greater certainty and without limitation, if the purchase and sale of the Offered Interest to any other person or persons is for any consideration other than in cash, FCSOOL’s good faith estimate of the cash equivalent of the non-cash consideration shall be used in determining if the terms and conditions of such sale were no more favourable to such person or persons. If Xxxxx, acting reasonably, does no...
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Future Business Opportunities. Subject only to the restrictions set forth in Section 2.1 and Section 3.6, each Party acknowledges and agrees that the other Party may have present or future business activities or opportunities, including business activities or opportunities with Third Parties, involving other similar products, programs, technologies or processes. Accordingly, each Party acknowledges and agrees that nothing in this Agreement shall be construed as a representation or inference that the other Party will not develop for itself, or enter into business relationships with other Third Parties regarding, [*].
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Future Business Opportunities. The Parties acknowledge that unique or specific business opportunities may arise that are not specifically addressed in this Agreement or contemplated by the Parties, and that these opportunities may avoid the need for on-site disposal of Ash The Parties shall review any new opportunities that come to their attention and consider written amendment of this Agreement to provide for the new opportunities, as allowed by the Lease, the Rights-of-Way, and by applicable law.
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Future Business Opportunities. Future business opportunities in the oil and gas industry created by, through or around the activities described herein will be made available as a right of first refusal to the other joint venture partner on a 50/50 basis. The partner so offered will have 30 days in which to agree to participate in the new business venture or not. If said partner agrees, he will have an additional 30 days with which to perform on whatever basis is required to initiate the new partnership business.
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Future Business Opportunities. Notwithstanding anything in this Agreement to the contrary, each Party acknowledges and agrees that the other Party may have present or future business activities or opportunities, including business activities or opportunities with Third Parties, involving Sponsor Class Compounds, in the case of Lilly, or Lilly Class Compounds, in the case of Sponsor, or other similar products, programs, technologies or processes. Accordingly, each Party acknowledges and agrees that nothing in this Agreement shall be construed as a representation or inference that the other Party will not develop for itself, or enter into business relationships with other Third Parties regarding, any products, programs, studies (including combination studies), technologies or processes that are similar to or that may compete with the Combination or any other product, program, technology or process, including Sponsor Class Compound or Lilly Class Compound, provided that the Clinical Data, Sample Testing Results, Jointly Owned Inventions, and Confidential Information are used or disclosed in connection therewith consistent with and not in violation of Section 3.3, Section 3.5, Section 3.6, Section 3.7, Section 9.1 or Article 10 of this Agreement.
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Future Business Opportunities. BOVIE and JUMP expressly acknowledge the very limited nature and purpose of the Venture as set forth in Section 1.5 and, accordingly, during the Term hereof and thereafter, BOVIE and JUMP may pursue any corporate and/or business opportunity outside the specific, limited purposes of the Venture as herein set forth which shall not conflict with the purposes herein expressed.
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Future Business Opportunities 
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Related to Future Business Opportunities

  • Business Opportunities Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Opportunities During his employment with the Company, and for one year thereafter, Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company (including without limitation during the Employment Term) which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.

  • Freedom to Pursue Opportunities The Parties expressly acknowledge and agree that: (i) Sponsor and each Sponsor Director (and each Affiliate thereof) has the right to, and shall not have any duty (contractual or otherwise) to (and none of the following shall be deemed to be wrongful or improper), (x) directly or indirectly engage in the same or similar business activities or lines of business as the Parent Parties or any of their respective Subsidiaries, including those deemed to be competing with the Parent Parties or any of their respective Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Parent Parties or any of their respective Subsidiaries; and (ii) in the event that Sponsor or a Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be an opportunity for the Parent Parties or any of their respective Subsidiaries and Sponsor or any other Person, Sponsor and such Sponsor Director (and any such Affiliate) shall not have any duty (contractual or otherwise) to communicate or present such opportunity to the Parent Parties or any of their respective Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Parent Parties, their respective Subsidiaries or their respective Affiliates or equity holders for breach of any duty (contractual or otherwise) by reason of the fact that Sponsor or such Sponsor Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Parent Parties or any of their respective Subsidiaries; provided, that any such business, activity or transaction described in this Section 4.14 is not the direct result of Sponsor, its Affiliates or a Sponsor Director using Confidential Information in violation of Section 3.3 hereof. Notwithstanding anything to the contrary contained in this Section 4.14, any Sponsor Director may be excluded, by the members of the Board who are not Sponsor Directors, from any discussion or vote on matters in accordance with a conflicts of interest policy of the Board that is adopted by the Board in good faith and is applicable to all of the members of the Board.

  • Training Opportunities The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this HOME/HOPWA Regulatory Agreement: (1) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. (2) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (5) The contractor will certify that any vacant employment positions, including training positions, that are filled (A) after the contractor is selected but before the contract is executed, and (B) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. (6) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (7) With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

  • Corporate Opportunities Subject to Section 6.08 and Section 7.01(c) with respect to the Manager: (a) In no event shall any Member be liable to the Company, any Subsidiary of the Company or to any party hereto for breaches of fiduciary or other similar duties by virtue of the fact that such Person fails to bring a business opportunity to the attention of the Company or any Subsidiary of the Company or presents a business opportunity to a Member or an Affiliate of a Member (rather than, or in addition to, presenting such opportunity to the Company). This Section 7.02 shall not apply to any Member who is an employee of the Corporation or any Subsidiary of the Corporation (including the Company and the Subsidiaries of the Company). (b) Without limiting the generality of the foregoing, the Members expressly acknowledge and agree that (i) each Member and its Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with, or ownership of, entities engaged in the same or a similar business to the business conducted by the Company and its Subsidiaries, and in related businesses other than through the Company and its Subsidiaries (an “Other Business”), (ii) each Member or its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) no Member or its Affiliates will be prohibited by virtue of their investment in the Company and its Subsidiaries from pursuing and engaging in any such activities, (iv) no Member or its Affiliates will be obligated to inform the Company of any such opportunity, relationship or investment, (v) the other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of a Member or its Affiliates, (vi) the Members expressly waive, to the fullest extent permitted by applicable Law, any rights to assert any claim that such involvement breaches any duty owed to any Member, or the Company or its Subsidiaries or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or its Subsidiaries and (vii) nothing contained herein shall limit, prohibit or restrict any Member or any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business. This Section 7.02(b) shall not apply to the Corporation or any Member who is an employee of the Corporation or any Subsidiary of the Corporation (including the Company and the Subsidiaries of the Company).

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others at or near the Premises or elsewhere on the Airport.

  • Legitimate Business Interests The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets; (ii) valuable confidential business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key relationships with specific prospective or existing Customers, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, Services, methods, operations and procedures. Notwithstanding the foregoing, nothing in this Section 9(b) shall be construed to impose restrictions greater than those imposed by other provisions of this Agreement.

  • Future Developments The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems’ functionalities, production and methods of transmission. The Seller will implement and the Buyer will accept such new developments, it being understood that the Buyer will be informed in due time by the Seller of such new developments and their application and of the date by which the same will be implemented by the Seller.

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

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