No Exclusive Duty to Company. The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. The Member acknowledges that the Manager and its affiliates may pursue such other business opportunities for their respective accounts regardless of whether they have learned of such opportunity in the course of the Company’s business. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. The Manager shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.
No Exclusive Duty to Company. The Member shall not be required to manage the Company as the Member’s sole and exclusive function, and the Member may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived therefrom. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.
No Exclusive Duty to Company. In recognition that the Sponsors and their respective Permitted Transferees currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors and their respective Permitted Transferees in determining the full scope of its duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:
(a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will have the right:
(i) to directly or indirectly engage in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business;
(ii) to directly or indirectly do business with any client or customer of the Sponsors or any of its Subsidiaries;
(iii) to take any other action that a Spons...
No Exclusive Duty to Company. The Managing Member and each Officer shall not be required to tend to the business and affairs of the Company as such Person’s sole and exclusive function. The Managing Member and any Officer may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in investments or activities of the Managing Member or Officer or to the income or proceeds derived therefrom (unless such investments or activities are conducted in such Person’s capacity as a member or manager of the Company or an Officer).
No Exclusive Duty to Company. The Manager shall not be required to manage or participate or otherwise be involved in the Company’s Business and affairs as such Manager’s sole and exclusive function.
No Exclusive Duty to Company. The Member may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the other or to the income or proceeds derived therefrom, notwithstanding that such investments or activities may be competitive with the business of the Company. The Member shall not incur any liability to the Company as a result of engaging in any other business or venture. Subject to the limitations set forth in Section 3.2 of this Agreement, the Board of Managers may, in its sole discretion, on behalf of the Company, purchase, sell or lease real or personal property from or to the Member or pay fees or compensation to the Member for the efforts or commitments in connection with the business of the Company or otherwise deal with the Member or any Person in which the Member is directly or indirectly interested, and neither the Company nor the Board of Managers shall have any rights in or to any income or profits received by the Member in a transaction with the Company.
No Exclusive Duty to Company. A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.
No Exclusive Duty to Company. Each Director shall not be required to serve on the Board of Directors as his or her sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. The Member acknowledges that each Director may pursue such other business opportunities for their respective benefit regardless of whether they have learned of such opportunity in the course of the Company’s business. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. Each Director shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.
No Exclusive Duty to Company. Neither the Manager nor an Officer shall be required to manage the Company as such party's sole and exclusive function, and such party and any Member may have other business interests and may engage in other activities (including, without limitation, activities in development, production and marketing of tomatoes) in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager or other Member or to the income or proceeds derived therefrom.
No Exclusive Duty to Company. (a) A Member shall not be required to tend to the business and affairs of the Company as such Member's sole and exclusive function, and any Member may have other business interests and may engage in other activities in addition to those relating to the Company, including those that may be in competition with the Company or any of its Members. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of a Member or to the income or proceeds derived therefrom. A Member shall incur no liability to the Company or to any of the other Members as a result of engaging in any other business or venture.
(b) Notwithstanding Section 8.4(a), no Member nor any Affiliate of such a Member, shall own or acquire any equity interest in a Facility in the United States unless such Member or its Affiliate first offers (a "Facility Investment Offer") the opportunity to acquire such equity interest to the Company at the same price and on substantially the same terms and conditions as (or more favorable terms and conditions than) are available to such Member or its Affiliate. The offering Member or Affiliate shall notify the Company in writing, in reasonable detail (which writing may be a preliminary term sheet setting forth the general terms and conditions of the proposed transaction), of any Facility Investment Offer and shall provide to the Company such information as the Company may reasonably request in order to evaluate such offer, subject to any confidentiality agreement or other restriction applicable to the offering Member or Affiliate. The determination by the Company as to whether to accept or decline any Facility Investment Offer shall be made by a vote of the. Members holding a majority of the Ownership Percentages, exclusive of the Ownership Percentage of the Member who makes, or whose Affiliate makes, the Facility Investment Offer. Such determination shall be communicated to the offering Member in writing within 20 Business Days of receipt by the Company of the Facility Investment Offer. If (i) the Company declines such Facility Investment Offer, (ii) the Company accepts such Facility Investment Offer and fails, for any reason, within 60 days of the date of acceptance by the Company of such Facility Investment Offer, to enter into a binding agreement with third parties to effect such acquisition of or investment in the equity interest or (iii) the Company enters into a bindin...
