Independent Activities of the Manager. The Manager is not required to manage the Fund as its sole and exclusive function. The Manager has business interests and engages in activities other than those relating to the Fund. The pursuit of such ventures by the Manager and/or Affiliates, even if competitive with the business of the Fund, shall not be deemed wrongful or improper or a violation of any fiduciary duties by the Manager. Notwithstanding the foregoing, if the Manager receives an opportunity to invest in or manage or in any way benefit from an opportunity that is competitive with or similar to Assets in which the Fund ordinarily might invest, the Manager shall grant the Fund such opportunity prior to taking such opportunity for itself, on the same terms and conditions as the opportunity was presented to the Manager.
Independent Activities of the Manager. Except as otherwise expressly stated in this Agreement and subject to any other written agreements, a Manager is free to engage in whatever activities the Manager chooses, even if those activities may be deemed competitive with the business of the Company or the Company’s business purpose without having or incurring any obligation to offer any interest in those activities to the Company or any other Manager or Member. Neither this Agreement nor any obligation undertaken pursuant to this Agreement will prevent a Manager from engaging in those activities or require the Manager to permit the Company or any other Manager or Member to participate in those activities, and as a material part of the consideration for the execution of this Agreement by each Manager, each other Manager and each Member hereby waives, relinquishes, and renounces any such right or claim of participation, even if those activities may be deemed competitive with the business of the Company or the Company’s purpose.
Independent Activities of the Manager. The Manager and Officers are not required to manage the Company as their sole and exclusive function. The Manager and Officers may have other business interests and may engage in activities other than those relating to the Company. The pursuit of such ventures by the Manager, the Officers, and Affiliates, even if competitive with the business of the Company, shall not be deemed wrongful or improper or a violation of any fiduciary duties by the Manager or Officers. Notwithstanding the foregoing, if the Manager or Officers receive an Opportunity to invest in or manage or in any way benefit from an Opportunity that is competitive with or similar to the operations of the Company or Assets in which the Company ordinarily might invest, such Manager or Officer shall first consider the Opportunity, in good faith, a Company Opportunity prior to taking such Opportunity for itself. The Manager or Officer will consider, among other factors, what the Manager or Officer believes appropriate, the degree to which the Opportunity meets the Company’s operations or investment parameters and diversifies or concentrates the risk of the Company’s operations or investments, the Company’s available cash and future needs for cash, and anticipated future operations or investments.
Independent Activities of the Manager. The Manager is not required to manage the Fund as its sole and exclusive function. The Manager has business interests and engages in activities other than those relating to the Fund. The pursuit of such ventures by the Manager and/or Affiliates, even if competitive with the business of the Fund, shall not be deemed wrongful or improper or a violation of any fiduciary or other duties that may be owed by the Manager under Applicable Law. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Fund or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Fund or any Member. Notwithstanding the foregoing, if the Manager receives an opportunity to invest in or manage or in any way benefit from an opportunity that is competitive with or similar to Assets in which the Fund ordinarily might invest, the Manager shall grant the Fund such opportunity prior to taking such opportunity for itself, on the same terms and conditions as the opportunity was presented to the Manager.
