Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) the DLJMB Members and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member 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 any of the DLJMB Members or their respective Affiliates. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and 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 other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business.
Investment Opportunities and Conflicts of Interest. (a) The Public Offering Entity and its Affiliates (other than any Group Company) and each of their respective stockholders, directors, officers, controlling Persons, partners, members and employees (each, an “Investor”) may have business interests and engage in business activities in addition to those relating to any Group Company. Neither the Company nor any Member or Unitholder shall have any rights by virtue of this Agreement in any business ventures of any such Investor and the involvement by any Investor in such business ventures shall not constitute a conflict of interest by such Persons with respect to any Group Company or Unitholder.
Investment Opportunities and Conflicts of Interest. The Unitholders acknowledge and agree that (a) EGI, Ventas and their respective Affiliates (i) may have, and are permitted to have, investments and other business relationships with Persons that provide goods or services to any of the Company Group entities and (ii) may develop, and are permitted to develop, strategic relationships with and investments in businesses that may be competitive with or complementary to the Business, and, therefore (b) (i) EGI, Ventas and their respective Affiliates will not be prohibited (by virtue of their investments in the Company or their service as a Unitholder, Manager or officer) from pursuing and engaging in such activities, (ii) EGI, Ventas and their respective Affiliates will not be obligated to inform or present to any Company Group entity, the Board or any Unitholder any such opportunity, relationship or investment, (iii) the other Unitholders will not acquire or be entitled to any interest or participation in any such activity by virtue of the participation therein by EGI, Ventas or any of their respective Affiliates and (iv) the involvement of EGI, Ventas or any of their respective Affiliates in any such activity will not constitute a conflict of interest with respect to any Company Group entity, the Board or any Unitholder; provided, however, that nothing in this Section 7.6 will be deemed to amend, modify or limit any restrictive covenant or other provision set forth in any employment agreement, independent contractor agreement, Management Equity Agreement or similar agreement with Unitholders or the Master Lease.
Investment Opportunities and Conflicts of Interest. (a) Notwithstanding any other provision of this Agreement (subject to Section 5.8 with respect to the Manager), to the extent that, at Law or in equity, any Member (including without limitation, the Manager but subject to Section 5.8 with respect to the Manager) (or such Member’s Affiliate or any manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of such Member or of any Affiliate of such Member (each Person described in this parenthetical, a “Related Person”)) has duties (including fiduciary duties (other than any fiduciary duty owed by such Member or Related Person to the Public Offering Entity)) to the Company, to the Manager, to another Member, to any Person who acquires an interest in a Class A Common Unit or to any other Person bound by this Agreement, all such duties are hereby eliminated, to the fullest extent permitted by Law, and replaced with the duties or standards expressly set forth herein, if any; provided, however, that each Member (including the Manager) shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing. The elimination of such duties to the Company, the Manager, each of the Members, each other Person who acquires an interest in a Class A Common Unit and each other Person bound by this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Company, the Manager, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement.
Investment Opportunities and Conflicts of Interest. (a) Subject to any other applicable agreements, a Founder Party may have business interests and engage in business activities in addition to those relating to the Company and its Subsidiaries. Neither the Company nor any other Member or Unitholder shall have any rights by virtue of this Agreement in any business ventures of any such Founder Party and the involvement by any such Founder Party in such business ventures shall not constitute a conflict of interest by such Founder Party with respect to the Company, its Unitholders or any of its Subsidiaries. Excluding each Founder Party, each Unitholder and its Affiliates (it being understood that each Unitholder shall be responsible for compliance by its Affiliates with respect to the following) shall not have any interest (whether financial or otherwise, or as an equityholder, lender, employee, consultant or otherwise), other than ownership of up to one percent (1%) of the outstanding equity of a publicly traded company, in any business (regardless of form) that competes directly or indirectly with any portion of the business of the Company or its Subsidiaries. Further, each Unitholder and its Affiliates (it being understood that each Unitholder shall be responsible for compliance by its Affiliates with respect to the following) shall not disparage the Company or any of its Subsidiaries or take any action that may cause harm to the Company or any of its Subsidiaries.
Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui and Xxxxxxx Xxxxxxxx’x Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in a business similar to the Corporation and its Subsidiaries other than through the Corporation and its Subsidiaries (an “Other Business”), (ii) Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui and Xxxxxxx Xxxxxxxx’x Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Corporation and its Subsidiaries, (iii) none of Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui nor Xxxxxxx Xxxxxxxx’x Affiliates will be prohibited by virtue of their investment in the Corporation from pursuing and engaging in any such activities, (iv) none of Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui nor Xxxxxxx Xxxxxxxx’x Affiliates will be obligated to inform the Corporation or any stockholder of the Corporation of any such opportunity, relationship or investment, (v) no stockholder of the Corporation will acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business solely by virtue of the participation therein of Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui or Xxxxxxx Xxxxxxxx’x Affiliates. The Corporation and the Stockholders waive, to the fullest extent permitted by applicable law, any right to require Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui or Xxxxxxx Xxxxxxxx’x Affiliates to act in a manner inconsistent with the provisions of this Section 10. Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui and Xxxxxxx Xxxxxxxx’x Affiliates shall not be liable to the Corporation, any stockholder of the Corporation or any of their respective Affiliates for breach of duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 10. Nothing contained herein shall limit, prohibit or restrict any designee of Xxxxxxx Xxxxxxxx, Falcon, Mitsui or Prudential, or any representative of any of their respective Affiliates from serving on the Governing Body or committee of any Other Business. For the avoidance of doubt, the parties hereto are not waiving any right to assert any claim against Xxxxxxx Xxxxxxxx, Falcon, Prudential, Mitsui or Lindsay Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement
Investment Opportunities and Conflicts of Interest. (a) Each Unitholder (other than any Institutional Holder) shall, and shall cause each of such Unitholder’s Affiliates to, bring all investment or business opportunities to the Company of which such Unitholder becomes aware and which are, or may be, (i) within the scope or investment objectives related to the Business or (ii) are otherwise competitive with the Business, and shall not pursue or consummate (directly or indirectly) any such opportunities other than through the Company, unless consented to by the Company.
Investment Opportunities and Conflicts of Interest. Each Huttxxx Xxxber shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which they believe are within the scope and investment objectives of the Company or are otherwise competitive with the business of the Company; provided, however, that no such opportunity need be brought to the Company if it (a) would cause Caltxx, Xxc. or the Company to be an investment company under the Investment Company Act of 1940 or (b) involves an aggregate of $50,000 or less.
Investment Opportunities and Conflicts of Interest. Helpful Alliance, as Member of the LLC, shall present to each Member all investment or business opportunities of which Helpful Alliance becomes aware and which may be, within the scope and investment objectives, related to the Business of the LLC. The Members shall the right to accept or reject such investment or business opportunities at a Member’s sole discretion, after which a conflict of interest shall be considered void regardless of its existence, and Helpful Alliance shall have the right and sole discretion to proceed with such business opportunity or investment.
Investment Opportunities and Conflicts of Interest. (a) Unless the Board and Sponsor otherwise agree in writing, each Management Investor (for so long as such Management Investor is employed by the Company or the Company Subsidiaries) shall, and shall cause each of their respective Affiliates, and, to the extent applicable, cause their respective partners, members, managers and interestholders, to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which are, or may be, (x) within the scope and investment objectives related to the Business or other businesses of the Company or any Company Subsidiary or (y) are otherwise competitive with the Business or other businesses of the Company or any Company Subsidiary. Subject to Section 7.5(b), such investment or business opportunities shall belong solely to the Company and without the prior written consent of the Sponsor, the Board shall not assigned any such investment or business opportunities to any other Person.
