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”). (b) The Company and each Member, individually and on behalf of the Company, expressly waives any conflicts of interest or potential conflicts of interest that exist or arise as a result of any such Member Investments and agrees that no Member, Manager nor any of their respective representatives (other than, in each case, Officers, officers of any of the Company’s Subsidiaries and employees of the Company or any of the Company’s Subsidiaries) that complies with this Section 8.5 shall have liability to any Member or any Affiliate thereof, or the Company with respect to such conflicts of interest or potential conflicts of interest in respect of such Member Investments. (c) Subject to clause (d) below, the Company and each past, present and future Member (other than Officers, officers of any of the Company’s Subsidiaries and employees of the Company or any of the Company’s Subsidiaries) and each of their respective Affiliates, 25776957.3325776957.34 39 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 45 of 90 officers, directors, trustees, employees, partners, managers, members, stockholders, beneficiaries and agents (the foregoing Persons in this clause (c), including (for the avoidance of doubt) any such Persons that may be Managers, the “Exempted Persons”), has the right to, and shall have no duty (contractual, fiduciary or otherwise) not to, directly or indirectly engage in any business, business activity or line of business, including those that are the same or similar to those of the Company or any of its Subsidiaries or may be deemed to be competing with the Company or any of its Subsidiaries. (d) In the event that any Exempted Person acquires knowledge of a potential transaction or matter that may be a business opportunity for any of the Company or one or more of its subsidiaries, on the one hand, and such Exempted Person or any other Person, on the other hand, such Exempted Person shall have no duty (contractual, fiduciary or otherwise) to communicate or present such business opportunity to the ...
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Limited Liability Company Opportunity. (a) 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. (b) Each Member, individually and on behalf of the Company, expressly (i) waives any conflicts of interest or potential conflicts of interest that exist or arise as a result of any such investments and agrees that no Member, Manager nor any of their respective representatives shall have liability to any Member or any Affiliate thereof, or the Company with respect to such conflicts of interest or potential conflicts of interest,
Sample 1
Limited Liability Company Opportunity. (a) 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. (b) Each Member, individually and on behalf of the Company, expressly (i) waives any conflicts of interest or potential conflicts of interest that exist or arise as a result of any such
Sample 1
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. (b) In the event that a Covered Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and the Covered Person, such corporate opportunity shall belong to the Covered Person, and the Company hereby renounces any interest or expectancy it may have in such corporate opportunity. (c) For the purposes of this Section 25, “corporate opportunities” shall not include any business opportunities that the Company is not financially or contractua...
Sample 1
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. (b) Subject to Sections ‎5.12 and ‎5.14, each Member, individually and on behalf of the Company, expressly (i) acknowledges and agrees that no Member nor any of their respective representatives (including any Manager) will have any duty to disclose to the Company or any other Member any such business opportunities, whether or not competitive with the Company’s business and whether or not the Company might be interested in such business opportunity for itself (except to the extent that (x) such representative is an officer, consultant or employee of the Company or its Subsidiaries and (y) such opportunity was presented to such representative in his or her capacity as such), (ii) agrees that the terms of this Section ‎7.5, to the extent that they modify or limit a duty or other obligation (including fiduciary duties), if any, that a Member, Manager or other Person may have to the Company or any other Person under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (iii) waives to the fullest extent permitted by the Act any duty or other obligation, if any, that a Member, Manager or other Person may have to the Company or another Person, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section ‎7.5. Subject to Sections ‎5.12 and ‎5.14, the TeraWulf Member acknowledges that the Cumulus Member and its Affiliates are pursuing other opportunities at the Site (including but not limited to data centers, solar generation, and battery storage) as well as considering opportunities at other sites.
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: 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:

  • 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 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 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.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • 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.

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

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