Limits of Company. The relationship between the parties hereto shall be limited to the carrying on of the business of the Company in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be a limited liability company for the sole and limited purpose of carrying on such business. Except as otherwise provided for or contemplated in this Agreement, nothing herein shall be construed to create a partnership between the Members or to authorize any Member to act as general agent for any other Member.
Limits of Company. 3 Section 3.4
Limits of Company. (a) The relationship between and among the Parties shall be limited to carrying on the business of the Company in accordance with the terms of this Agreement.
(b) The Parties shall each devote such time to the Company as is reasonably necessary to carry out the provisions of this Agreement. Each of the Parties understands that the other Parties or their Affiliates may be interested, directly or indirectly, in various other businesses and undertakings not included in the Company. Each Party also understands that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings. The Parties hereby agree that the creation of the Company and the assumption by each of the Parties of their duties hereunder shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation therefrom, and except as otherwise expressly agreed in writing by the Parties, each Party waives any rights it might otherwise have to share or participate in such other interests or activities of the other Parties or their Affiliates, subject to the provisions of Section 4.2.
Limits of Company. (a) The relationship between and among the Members as members of a limited liability company shall be limited to carrying on the business of the Company in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be a limited liability company only for such sole and limited purpose.
(b) The Members shall each devote such time to the Company as is reasonably necessary to carry out the provisions of this Agreement. Each of the Members understands that the other Member or its Affiliates may be interested, directly or indirectly, in various other businesses and undertakings not included in the Company. Each Member also understands that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings. The Members hereby agree that the creation of the Company and the assumption by each of the Members of their duties hereunder shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation therefrom, and except as otherwise expressly agreed in writing by the Members, each Member waives any rights it might otherwise have to share or participate in such other interests or activities of the other Member or its Affiliates. Except as set forth below or as otherwise expressly agreed in writing by the Members, the Members may engage in or possess any interest in any other business of any nature or description independently or with others including, but not limited to, the ownership, financing, leasing, operation, management or development of real property which may compete with the business of the Company, and neither the Company nor the other Member shall have any right by virtue of this Agreement in and to any such other business or the income or profits derived therefrom. Notwithstanding the foregoing, the Members agree:
(i) During the term of this Agreement, each Prospective Project shall be identified by Chelsea and presented to Simon for the benefit of the Company, all as provided in Section 8.8 below; and
(ii) During a term ending on the earlier of (A) six (6) years after the date of this Agreement, or (B) two (2) years after the termination of this Agreement, Simon agrees that it shall not compete with Chelsea in the acquisition, development, leasing, construction or management of manufacturers outlet shopping centers in the United States. The foregoing restriction sh...
Limits of Company. (a) The relationship between and among the Members as members of a limited liability company shall be limited to carrying on the business of the Company in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be a limited liability company only for such sole and limited purpose.
(b) The Members shall each devote such time to the Company as is reasonably necessary to carry out the provisions of this Agreement. Each of the Members understands that the other Member or its Affiliates may be interested, directly or indirectly, in various other businesses and undertakings not included in the Company. Each Member also understands that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings. The Members hereby agree that the creation of the Company and the assumption by each of the Members of their duties hereunder shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation therefrom, and except as otherwise expressly agreed in writing by the Members, each Member waives any rights it might otherwise have to share or participate in such other interests or activities of the other Member or its Affiliates. Except as otherwise expressly agreed in writing by the Members, the Members may engage in or possess any interest in any other business of any nature or description independently or with others including, but not limited to, the ownership, financing, leasing, operation, management or development of real property which may compete with the business of the Company, and neither the Company nor the other Member shall have any right by virtue of this Agreement in and to any such other business or the income or profits derived therefrom.
Limits of Company. 2 ARTICLE II DEFINITIONS.................................................................................2 ARTICLE III PURPOSE.....................................................................................9
Limits of Company. 43 14.3 Confidentiality; No Press Releases............43 14.4
Limits of Company. The relationship between the Members shall be limited to the performance of matters stated in this Agreement. No Member shall have any authority to act for or to assume any obligation and responsibility on behalf of another Member. Should any Member commit acts beyond the scope of this Agreement which cause liability to be imposed on another Member, the Member committing such acts shall indemnify the other Members against any lost profits and Damages incurred by reason of such acts.
Limits of Company. 2 ARTICLE II DEFINITIONS ............................. 2 ARTICLE III PURPOSE, MEMBER AND MEMBERSHIP INTEREST ............... 4
Limits of Company. The Sole Member intends that the Company shall be treated as a limited company in accordance with the Delaware Act for all purposes under state law; this Agreement shall not be construed to provide otherwise.
