Other Activities and Competition. (a) Neither the Manager nor any of its Affiliates shall be required to manage the Company as its sole and exclusive function. The Manager shall devote such time to the Company’s business as the Manager, in its sole discretion, shall deem to be necessary to manage and supervise the Company’s business and affairs in an efficient manner. The Manager and its Affiliates may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to the Company. Each Member authorizes, consents to and approves of such present and future activities by such Persons. Neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to other ventures or activities of the Manager or its Affiliates or to the income or proceeds derived therefrom.
(b) Without limiting the forgoing, each Member expressly acknowledges and agrees that (i) the Manager and each of its Affiliates may have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company and its subsidiaries, (ii) neither the Manager nor any of its Affiliates will be prohibited by virtue of its investment in the Company or its role as Manager from pursuing and engaging in any such activities, (iii) neither the Manager nor any of its Affiliates will be obligated to inform the Company of, or present the Company with, any such opportunity, relationship or investment, (iv) such Member will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of the Manager or any of its Affiliates, and (v) the involvement of the Manager or any of its Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to, or breach of any duty owed to, the Company or one or more of its Members.
Other Activities and Competition. (a) The General Partner and the members, officers and employees thereof shall devote such time and effort to the activities of the Partnership as the General Partner deems necessary or appropriate to manage responsibly the affairs of the Partnership.
(b) Subject to Section 6.7(a) and except as specifically provided in this Agreement, it is understood and agreed that: (i) the General Partner shall not be required to manage the Partnership as its sole and exclusive function, and the General Partner, its Affiliates and the respective agents, officers, directors and employees thereof may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to the Partnership, including the rendering of advice or services of any kind to other investors and the making or management of other investments or other investment partnerships, whether or not any such activities may conflict with any interest of the Partnership or any of the Partners or be competitive with the business of the Partnership; (ii) neither the General Partner nor any of its Affiliates shall have any obligation or responsibility to refer any such investments or other activities to the Partnership or any Partner; and (iii) the General Partner, its Affiliates and any agent, officer, director or employee thereof may act as a director of any corporation, trustee of any trust, partner of any partnership or administrative officer of any business entity, and may receive compensation for service as a director, employee, advisor, consultant or manager with respect to, and participate in profits derived from, investments in or of any such corporation, trust, partnership or other business entity. Each Limited Partner authorizes, consents to and approves of such present and future activities by such Persons; and neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to other ventures or activities of the General Partner or its Affiliates or of their respective agents, officers, directors or employees or to the income or proceeds derived therefrom.
Other Activities and Competition. The members of the Board of Directors shall not be required to manage Station as their sole and exclusive function. The members of the Board of Directors may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to Station except to the extent expressly provided otherwise in agreements between or among the parties hereto or their Affiliates. Each Stockholder authorizes, consents to and approves of such present and future activities by such Persons. Neither Station nor any Station Stockholder shall have any right by virtue of this Agreement or the relationship created hereby in or to other ventures or activities of the members of the Board of Directors or to the income or proceeds derived therefrom except to the extent expressly provided otherwise in agreements between or among the parties hereto or their Affiliates.
Other Activities and Competition. No Director shall be required to manage the Company as his 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 the rendering of advice or services of any kind to Affiliates, other investors and the making or management of other investments. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereby, in or to such other ventures or activities or to the income or proceeds derived therefrom.
Other Activities and Competition. (a) The Investment Manager agrees that it shall devote such business and professional time to the Company and its purposes and objectives as shall be reasonably necessary in the opinion of the Investment Manager to achieve the objectives of the Company.
(b) Except as set forth in Section 4.6(c), the Investment Manager, its Affiliates and agents, members, officers, directors and employees of the Investment Manager and its Affiliates may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to the Company. Each Member authorizes, consents to and approves of such present and future activities by such Persons. Except as set forth in this Agreement, neither the Company nor any Member shall have any right by virtue of this Agreement in or to other ventures or activities of the Investment Manager, its members or their Affiliates or to the income or proceeds derived therefrom.
(c) Notwithstanding anything to the contrary in Section 4.6(b), neither the Investment Manager, its shareholders, directors, officers or members nor its or their Affiliates shall, without the consent of the Investment Committee, directly or indirectly create, manage or sponsor another partnership or investment fund with investment objectives similar to the Company, until the earlier of the date on which at least seventy-five percent (75%) of the Capital Contribution of the Preferred Members have been invested or committed to be invested; provided, however, that if such an entity is created, the Investment Manager and its Affiliates shall first allocate investment opportunities entirely to the Company until such time that ninety percent (90%) of the Capital Contribution of the Preferred Members have been invested or committed to be invested.
(d) In the event that the Investment Committee rejects a recommendation by the Investment Manager to acquire an Investment, then any Member, except CEC, may acquire the Investment; provided, however, that the Member acquires such Investment on the same terms and conditions offered to the Company. In the event that the terms and conditions offered to the Member are more favorable than those offered to the Company, then the Member shall automatically grant the Company a right of first offer to acquire the Investment on the same terms and conditions offered the Member pursuant to the procedure established in Section 5.2.
Other Activities and Competition. (a) Except to the extent otherwise agreed between FGM and the Company in writing, FGM, its members (including any natural persons) and any of its Affiliates, agents, representatives or employees may engage in or possess an interest in other investments, business ventures or entities of any nature or description, independently or with others, similar or dissimilar to, or that compete with, the business of the Company or the Subsidiaries, and may provide advice and other assistance to any such investment, business venture or entity, and the Company shall have no rights by virtue of this Agreement in and to such investments, business ventures or entities or the income or profits derived therefrom, and the pursuit of any such investment or venture, even if competitive with the business of the Company or the Subsidiaries, shall not be deemed wrongful or improper. None of FGM, its members or any of its Affiliates, agents, representatives or employees shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company or its Subsidiaries, and FGM, its members or any of its Affiliates, agents, representatives or employees shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or business opportunity. While information and recommendations supplied to the Company and the Subsidiaries shall, in FGM’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the policies of the Company and the Subsidiaries, such information and recommendations may be different in certain material respects from the information and recommendations supplied by FGM or any Affiliate of FGM to others.
(b) The Company acknowledges and agrees that (i) personnel and members of FGM and its Affiliates may work on other projects and matters, and that conflicts may arise with respect to the allocation of personnel and (ii) there may be circumstances where FGM and/or its personnel and members acquire knowledge of a corporate opportunity of the Company or the Subsidiaries and FGM, its personnel, members and/or its Affiliates, and such corporate opportunity may be pursued by FGM, its personnel, members and/or its Affiliates or shared with other parties (in lieu of the Company or the Subsidiaries).
Other Activities and Competition. The Manager shall not be required to -------------------------------- manage the Company as his 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 the rendering of advice or services of any kind to Affiliates, other investors and the making or management of other investments. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereby, in or to such other ventures or activities or to the income or proceeds derived therefrom.
Other Activities and Competition. (a) Neither the General Partner, Xxxxxxxx nor any of their respective Affiliates shall be required to manage the Partnership as its sole and exclusive function. Prior to the end of the Investment Period, the General Partner shall, and shall cause Xxxxxxxx for so long as he is associated with the General Partner, the Management Company or any of their Affiliates to, devote substantially all of their business time and attention to the Partnership, Parallel Funds and Other Fundamental Funds permitted to be established pursuant to this Section 8.5 (and co-investment vehicles organized in connection with investments made by such entities). Notwithstanding the foregoing and in addition to the exceptions contained in the proviso to the immediately preceding sentence, Xxxxxxxx shall be permitted to
(i) serve on boards of directors of public and private companies and retain fees for such services for his account (except with respect to Portfolio Companies, which fees shall be included in the calculation of Management Fee Offset Amount and applied as set forth in Section 8.12(c)), (ii) engage in civic and charitable activities, (iii) conduct and manage his personal and family investment activities and (iv) engage in such other activities as may be approved by the Advisory Committee. Without limiting the foregoing, at all times during the term of the Partnership the General Partner shall, and shall cause Xxxxxxxx for so long as he is employed by the General Partner, the Management Company or any of their Affiliates to, devote such time to the Partnership’s business as the General Partner, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership’s business and affairs in an efficient manner.
(b) [REDACTED]
(c) Except as set forth in Sections 8.5(a) and (b), nothing contained in this Agreement shall be deemed to preclude the General Partner, any other Partner or any shareholder, Affiliate, officer, director, member, employee or agent of the General Partner, its partners or any other Partner from engaging in or pursuing, directly or indirectly, any interest in other business ventures of every kind, nature or description, independently or with others, whether such ventures are competitive with the business of the Partnership or otherwise, and, without limiting the foregoing but subject to Sections 8.5(a) and (b), the General Partner, any other Partner and any shareholder, Affiliate, officer, director, limited or general partner, employee...
Other Activities and Competition. The General Partner shall not be required to manage the Partnership as its sole and exclusive function, however, the General Partner shall cause each of its executive officers to devote a sufficient portion of their time to permit the General Partner to fulfill its obligations to the Partnership hereunder and under the other contracts and agreements entered into by it in connection herewith. Except as otherwise specifically provided for in this Section 8.5 or elsewhere in this Agreement, neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to other ventures or activities of any Partner or its Affiliates or to the income or proceeds derived therefrom.
Other Activities and Competition. Except to the extent expressly provided otherwise in the Management Agreement, the Non-Competition Agreement or any other agreement to which such Person or any of its Affiliates is a party or bound, no member of a Board of Directors or Sub Board shall be required to manage Voteco, Holdco, New Propco or such Subsidiary as such person’s sole and exclusive function. Except to the extent expressly provided otherwise in the Management Agreement, the Non-Competition Agreement or any other agreement to which such Person or any of its Affiliates is a party or bound, a member of a Board of Directors or Sub Board may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to the related entity. Holdco, Voteco and New Propco, on behalf of each of them and the other Companies and each Equityholder, authorizes, consents to and approves of such present and future activities by such Persons. None of Voteco, Holdco, New Propco, any Subsidiary or any Equityholder shall have any right by virtue of this Agreement or the relationship created hereby in or to other ventures or activities of a member of a Board of Directors or Sub Board or to the income or proceeds derived therefrom except to the extent expressly provided otherwise in the Management Agreement, Non-Competition Agreement or any other agreement to which such Person or any of its Affiliates is a party or bound. Nothing herein shall limit the fiduciary obligations of directors as set forth in the Organizational Documents of the applicable Company.
