Independent Ventures Sample Clauses

Independent Ventures. The Manager and/or its Affiliates may engage or continue to engage in other business activities, including residential real estate development and construction, general contracting, general real estate brokerage, home remodeling and custom homebuilding, title insurance, brokering mortgage loans, and owning and managing rental investment real estate or any other similar or related matter (“Manager Activities”), whether in competition with the Company or not, directly or through other entities. The Members acknowledge that the Manager serves as a general partner, limited partner, managing member, member and/or shareholder, as the case may be, of limited partnerships, limited liability companies and/or corporations participating in Manager Activities and that ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ( an “Officer”) is involved in business ventures other than those related to the Manager (“Officer Activities”). The Members, by executing this Agreement, hereby consent to the Manager’s and Officer’s current and future involvement in such Manager Activities and/or Officer Activities and agree that any profit or gains therefrom are not to be considered income or property of the Company. The Members further acknowledge and agree that the Company (or Project Entity) may purchase goods or services at competitive fair market rates from the Manager or its Affiliates or successors thereto and/or the Officers involved in Manager Activities and/or Officer Activities, and the profits therefrom shall not be profits of the Company.

Independent Ventures. Any Member or any Affiliate of any Member may engage in, or possess interests in, business ventures of any or every nature and description, independently or with others, and whether such ventures are identical in style or purpose with, or directly compete with, the Company or not; and neither the Company nor any Member will have any rights by virtue of this Agreement or the existence of this Company in or to such ventures or to the income or profits derived therefrom or the right to restrict any Member from initiating or pursuing to the fullest extent any such ventures; provided, however, that the foregoing shall not relieve AIT of the obligations of AIT not to compete with the Company contained in that certain Fresh-Cut Corn Processing Agreement, dated on or about hereof, by and between AIT and the Company, nor shall it limit the completion of the contribution by AIT of its existing corn business to the Company pursuant to the Contribution Agreement.

Independent Ventures. Any Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent ventures or the profits derived therefrom.

Independent Ventures. Each Member and its officers, directors, shareholders, members, partners, agents, employees and Affiliates shall have the right to engage in any other business (including, but not limited to, acting as a partner in partnerships (or a member of a limited liability company) formed for purposes similar to the purposes of the Company and to compete, directly or indirectly, with the business of the Company, and neither the Company, nor any Members shall, as a result of this Agreement have any rights or claims as a result of such activities even if some but not all of the Members are afforded an opportunity to invest in the venture, the venture involves use of information gained from the Property or the venture includes tenants of the Property. In furtherance thereof, the Members acknowledge that the Managing Member and its Affiliates are in the business of developing, owning and operating projects which may now or in the future compete with the Property. No Member shall have a duty or obligation whatsoever to offer, share, or offer to share investment opportunities with the other Members or the Company, irrespective of whether such project competes directly or indirectly with the business of the Company. The Members hereby waive any and all rights and claims which they may otherwise have against each other Member and its officers, directors, shareholders, members, partners, agents, employees and Affiliates as a result of such activities.

Independent Ventures. Except as may otherwise be provided under this Agreement with respect to the General Partner and its Affiliates relating to the ownership and operation of real estate assets, any Partner may engage in or possess interests in other business ventures of every nature and description, independently or with others, including, without limitation, the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property; and neither the Partnership nor any Partner will have any rights by virtue of this Agreement or the existence of this Partnership in or to such independent ventures or to the income or profits derived therefrom.

Independent Ventures. Promptly following such time that the parties agree to develop an Identified Project, the parties shall form a new limited liability company or a limited partnership (each a "Venture") under the laws of the State of Delaware or such other jurisdiction as the parties may mutually agree and pursuant to a limited liability company agreement or partnership agreement substantially in the form to be agreed to by the parties on or before the Approval Date (a "Venture Agreement") for the sole purpose of developing such Identified Project. Each of PHI and Vistana shall be fifty percent (50%) members or partners of each Venture; provided, however, Vistana shall be the managing member or partner of each Venture unless otherwise agreed by the parties. The parties shall be required on an equal basis to contribute development capital (in excess of available financing) to each Venture in accordance with the terms of each Venture Agreement, and the parties shall share equally in all distributions, profits and losses of each Venture.

Independent Ventures. No Partner shall be required to devote full time to the Partnership business and any Partner may, at any time and from time to time, engage in and possess an interest in other business ventures of any and every type and description, independently or with others, including, without limitation, the ownership, development, operation, leasing and management of properties, some or all of which may be in competition with the Property, and neither the Partnership nor any other Partner shall have, by virtue of this Agreement, and they do hereby expressly waive, relinquish and renounce, any right, title or interest in or to such independent ventures or to the income or profits derived therefrom.

Independent Ventures. Nothing contained in this Agreement shall be deemed to restrict in any way the freedom of any Partner to conduct, independently of the Partnership, any business or other activity whatsoever, whether or not similar to or competitive with the business of the Partnership, without any accountability to the Partnership or to the other Partners.