Limited Liability Company Opportunity Sample Clauses

Limited Liability Company Opportunity. (a) The Company and each Member acknowledges and affirms that the other Members (other than Officers, officers of any of the Company’s Subsidiaries and employees of the Company or any of the Company’s Subsidiaries) may have, and may continue to participate in, directly or indirectly, investments in assets and businesses which are, or will be, suitable for the Company or competitive with the Company’s business (“Member Investments”).
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Limited Liability Company Opportunity. (a) Subject to Sections ‎5.12 and ‎5.14, each Member acknowledges and affirms that the other Members may have, and may continue to, participate, directly or indirectly, in investments in assets and businesses which are, or will be, suitable for the Company or competitive with the Company’s business. 44
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Limited Liability Company Opportunity. (a) No non-employee Manager, Member, Officer or Authorized Person (each, a “Covered Person” and collectively, the “Covered Persons”) shall be required to manage the Company as its sole and exclusive function and any Covered Person may have other business interests and may engage in other activities in addition to those relating to the Company. Notwithstanding the foregoing, each Covered Person shall have the right to (i) engage, directly or indirectly, in the same or similar business activities or lines of business as the Company and (ii) do business with any client, competitor or customer of the Company, with the result that the Company shall have no right in or to such activities or any proceeds or benefits therefrom, and the Covered Person (except as provided in Section 25(c)) shall not be liable to the Company or its members for breach of any fiduciary duty by reason of any such activities of the Covered Person’s participation therein; provided, however, that the terms of this sentence shall in no way modify the terms of any agreement between the Covered Person, on the one hand, and the Company or any of its affiliates, on the other hand. In the event that a Covered Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Covered Person and the Company, the Covered Person shall not have any duty to communicate or present such corporate opportunity to the Company and the Company hereby renounces any interest or expectancy it may have in such corporate opportunity, with the result that the Covered Person shall not be liable to the Company or its members for breach of any fiduciary duty, including for breach of any fiduciary duty as a Manager, Officer, Authorized Person or Member of the Company by reason of the fact that the Covered Person pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not present such corporate opportunity to the Company.
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Limited Liability Company Opportunity 
Sample 1

Related to Limited Liability Company Opportunity

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • The Limited Liability Company The Members have created a limited liability company: [NAME OF THE LLC] ("Company") and formed on the date of [FORMATION DATE] in the State of Washington D.C. (“Governing Law”). The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

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