Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.
Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement:
(a) The Directors and officers of the Company shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer may deem appropriate in his or her discretion.
(b) The Members acknowledge and understand that, except as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activities, or require any Member to permit the Company or any other Member, any officer or any of their respective Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member.
(c) No Di...
Independent Activities; Transactions With Affiliates. (a) The Member shall be required to devote only such time to the affairs of the Company as the Member determines in its sole discretion may be necessary or appropriate, and the Member shall be free to serve any other Person in any capacity that he may deem appropriate in his discretion.
(b) Insofar as permitted by applicable law, the Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent the Member from engaging in such activities or require the Member to permit the Company to participate in any such activities.
Independent Activities; Transactions With Affiliates. (a) The Partners recognize and acknowledge that certain of the Limited Partners and certain Affiliates of the Limited Partners are currently and shall continue to be separately engaged in the hearing aid business, and that such business may be competitive with the Partnership's business. Except as expressly provided herein or in the Development Contract, each Limited Partner and each of their Affiliates may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner and, except as expressly provided for, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and each Partner hereby waives, relinquishes, and renounces any such right or claim of participation.
(b) Without limiting the generality of the forgoing, with respect to the development of DSP hearing aid fitting systems, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1.
(c) To the extent permitted by applicable law and except as otherwise provided in this Agreement or the Development Contract, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with the General Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other tran...
Independent Activities; Transactions With Affiliates. (a) Each Member and any of its Affiliates shall be required to devote only such time to the affairs of the Company as such Member determines in its sole discretion may be necessary to manage and operate the Company, and each such Person, to the extent not otherwise directed by such Member, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.
(b) Insofar as permitted by applicable law, each Member may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or any Member and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member from engaging in such activities, or require any Member to permit the Company or any Member to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation.
Independent Activities; Transactions With Affiliates. (a) The Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that he may deem appropriate in his discretion.
(b) Insofar as permitted by applicable law, neither Member nor its Affiliates may engage in any activities which are or may be competitive with the Company. This Operating Agreement shall not prevent a Member from undertaking any other non-competitive activity it chooses and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member.
(c) To the extent permitted by applicable law and subject to the provisions of this Operating Agreement, in furtherance of the purposes of the Company set forth in Section 1.3, the Manager is hereby authorized to cause the Company to purchase property (whether real, personal, or mixed) from, sell property to or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member; provided, that any such purchase, sale, or other trans-action shall be made on terms and conditions that are no less favorable to the Company than if the sale, purchase, or other transaction had been made with an independent third party.
(d) Notwithstanding Section 1.9(c), the Manager, on behalf of the Company, is hereby authorized to cause the Company to enter into the transactions evidenced by, and perform its obligations under, Transaction Documents to which the Company is or shall be a party, all without any further action, consent, or approval of any Person.
Independent Activities; Transactions With Affiliates. (a) Each Director shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company and its subsidiaries and shall be free to serve any other Person or enterprise in any capacity that such Director may deem appropriate in his, her or its discretion.
(b) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the purposes of the Company set forth in Section 2.3, the Governing Board is hereby authorized to cause the Company to purchase or lease property (whether real, personal or mixed) from, sell or lease such property to or otherwise deal with any Member or Director, acting on its own behalf, or any Affiliate of any Member or Director; provided that any such purchase, sale, lease, dealing or other transaction shall be made in accordance with Section 8.2.
(c) Each Member and Director and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, have the same rights and obligations with respect thereto as a Person who is not a Member, subject to Section 8.2. 31 31
Independent Activities; Transactions With Affiliates. (a) Member is required to devote only such time to the affairs of the Company as Member determines in Member’s sole discretion. Member is free to serve any other Person or enterprise in any capacity that Member deems appropriate.
(b) Member may, notwithstanding this Agreement, engage in whatever activities Member chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company and neither this Agreement nor any activity undertaken by the Company will prevent Member from engaging in such activities, or require Member to permit the Company to participate in any such activities.
Independent Activities; Transactions With Affiliates. Insofar as permitted by applicable law, the Members and the Managing Member (each acting on its own behalf) and each of their Affiliates may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; and neither this Agreement nor any activity undertaken pursuant hereto shall, except as expressly provided in a written agreement signed by the parties to be bound thereby, prevent the Managing Member or any Member or its Affiliates from engaging in such activities, or require the Managing Member or any Member to permit the Company or any Member or its Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation.
Independent Activities; Transactions With Affiliates. (a) The Managing Member will devote such time to the affairs of the Company as it, in its sole discretion, deem necessary to manage and operate the Company.
(b) To the extent permitted by applicable law, and except as specifically provided in this Section 5.3, neither this Agreement nor any activity undertaken pursuant to this Agreement will prevent a Member or any of its respective Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, or requiring the Company or any other Member (or such Member’s Affiliates) to participate in any such activities.
(c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Managing Member is authorized to cause the Company to purchase property from, sell property to, or otherwise deal with any other Member, acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction is either (i) made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party or (ii) consented to by a majority of the disinterested Members.
(d) The Managing Member is authorized to have the Company enter into the Management Services Agreement with Black Ridge.
