Common use of Other Activities and Conflict of Interest Clause in Contracts

Other Activities and Conflict of Interest. (a) The Parties acknowledge and agree that: (i) the Manager and its personnel shall devote as much time as is reasonably necessary for the proper discharge of the Services; (ii) subject to subsection 6.3(b) below, the Manager Group may be engaged in, or hereafter become engaged in, any business or activities whatsoever (collectively, the “Permitted Activities”), and such Permitted Activities may be in competition or conflict with the business carried on by, and/or the interests of, the Nova Group and, may include (A) the provision of services, to any Persons whomsoever which are the same as or similar to the Services, (В) engaging in the business of or pertaining to, and/or the direct and indirect ownership, management, operation, and lease of, assets and property in connection with the retail sale of cannabis (and all activities related thereto), (С) acquiring and otherwise dealing with investments and other direct or indirect rights in Persons involved in the business of or pertaining to the retail sale of cannabis, and (D) engaging in all activities ancillary or incidental to any of the foregoing; and Nova hereby expressly consents to the conduct of any and all such Permitted Activities by the Manager Group and agrees that, subject as hereinafter provided in this Section 6.3, nothing herein shall prevent any member of the Manager Group, or any of their respective officers, directors or employees from having business interests or from engaging in any business activities whatsoever even though such business interests or activities may be similar to or competitive with the interests or activities of any member of the Nova Group, or from rendering services to any other Person even though such Person may have investment or business interests similar to, or competitive with, those of a member of the Nova Group; (iii) in the event that the interests of the Manager Group come into conflict with those of the Nova Group with respect to any specific matter or transaction (a “Conflict Matter”), the Manager shall give written notice to Nova briefly setting forth particulars of such conflict, and the Nova Independent Directors shall be responsible to take all such actions and make all such decisions relating to such Conflict Matter as it pertains to Nova, and any determinations made by the Nova Independent Directors shall be the actions taken by Nova; and (iv) unless otherwise expressly agreed between any member of the Manager Group, on the one hand, and any member of the Nova Group, on the other hand, no member of the Manager Group shall be obligated to offer any business opportunities to any member of the Nova Group. (b) Notwithstanding the provisions of subsection 6.3(a) above, the Manager Group may not hereafter become engaged in any Permitted Activities if such activities, when objectively viewed (and acting reasonably) as at the time at which such activities are proposed to be engaged in, would constitute, or would be reasonably likely to give rise to, а material adverse change to the business or financial affairs of the Nova Group unless such activities have been declined by Nova and have been, or are reasonably likely to be, undertaken by third parties (which does not include a Person affiliated with the Manager); provided, however, that neither this subsection 6.3(b) nor any other provision herein contained shall prohibit or restrain, or be construed as prohibiting or restraining, any member of the Manager Group from continuing to carry-on, be engaged in, and develop any business or activity whatsoever where same is being carried on, engaged in or developed as at the Effective Date, irrespective of whether or not such business or activity may be viewed as materially adverse to the business or financial affairs of Nova.

Other Activities and Conflict of Interest. (a) The Subject to Section 2.09 and Section 6.04, the Parties hereby acknowledge and agree that: (ia) the Manager Administrator and its personnel shall devote as much time as is reasonably necessary for the proper discharge of the Services; Affiliates (ii) subject to subsection 6.3(b) belowcollectively, the Manager Group “Enbridge Parties”) may be engaged in, in or hereafter become engaged in, in any business or activities whatsoever (collectively, the “Permitted Activities”), and such Permitted Activities may be in competition or conflict with the business carried on by, and/or or the interests of, the Nova Fund Group and, for further certainty, may include involve: (Ai) the provision of services, to any Persons whomsoever whomsoever, which are the same as or similar to those provided to all, some or one of the Services, Fund Group; (Вii) engaging in the business of of, or in activities pertaining directly or indirectly to, and/or the direct and indirect ownership, management, operation, operation and lease of, of assets and property in connection with the retail sale of cannabis with, energy infrastructure (and all activities related thereto), ; (Сiii) acquiring and otherwise dealing with investments and other direct or indirect rights in Persons involved in the business of of, or in activities pertaining to the retail sale of cannabisdirectly or indirectly to, energy infrastructure (and all activities related thereto); and (Div) engaging in all activities ancillary or incidental to any of the foregoing; and Nova hereby expressly ; (b) the Fund consents to the conduct of any and all such Permitted Activities by the Manager Group Enbridge Parties and agrees that, subject except as hereinafter provided set forth in this Section 6.36.04, nothing herein shall prevent any member of the Manager GroupEnbridge Parties, or any of their respective officers, directors directors, or employees from having business interests or from engaging in any business activities whatsoever even though such business interests or activities may be similar to or competitive with the interests or activities of any member of the Nova Fund Group, or from rendering services to any other Person even though such Person may have investment or business interests similar to, or competitive with, those of a member of the Nova Fund Group; (iii) in the event that the interests of the Manager Group come into conflict with those of the Nova Group with respect to any specific matter or transaction (a “Conflict Matter”), the Manager shall give written notice to Nova briefly setting forth particulars of such conflict, and the Nova Independent Directors shall be responsible to take all such actions and make all such decisions relating to such Conflict Matter as it pertains to Nova, and any determinations made by the Nova Independent Directors shall be the actions taken by Nova; and (ivc) unless otherwise expressly agreed between any member none of the Manager Group, on the one hand, and any member of the Nova Group, on the other hand, no member of the Manager Group Enbridge Parties shall be obligated to offer any business opportunities to any member of the Nova Fund Group. (b) Notwithstanding the provisions of subsection 6.3(a) above, the Manager Group may not hereafter become engaged in any Permitted Activities if such activities, when objectively viewed (and acting reasonably) as at the time at which such activities are proposed to be engaged in, would constitute, or would be reasonably likely to give rise to, а material adverse change to the business or financial affairs of the Nova Group unless such activities have been declined by Nova and have been, or are reasonably likely to be, undertaken by third parties (which does not include a Person affiliated with the Manager); provided, however, that neither this subsection 6.3(b) nor any other provision herein contained shall prohibit or restrain, or be construed as prohibiting or restraining, any member of the Manager Group from continuing to carry-on, be engaged in, and develop any business or activity whatsoever where same is being carried on, engaged in or developed as at the Effective Date, irrespective of whether or not such business or activity may be viewed as materially adverse to the business or financial affairs of Nova.

Other Activities and Conflict of Interest. (a) The Notwithstanding anything to the contrary in the Intercorporate Services Agreement and subject to Section 2.07 and Section 6.04, the Parties hereby acknowledge and agree that: (i) the The Manager and its personnel shall devote as much time as is reasonably necessary for the proper discharge of the Services; Affiliates (ii) subject to subsection 6.3(b) belowcollectively, the Manager Group “Enbridge Parties”) may be engaged in, in or hereafter become engaged in, in any business or activities whatsoever (collectively, the “Permitted Activities”), and such Permitted Activities may be in competition or conflict with the business carried on by, and/or or the interests of, the Nova Fund Group and, for further certainty, may include involve: (A) the provision of services, to any Persons whomsoever whomsoever, which are the same as or similar to those provided to all, some or one of the Services, Fund Group; (ВB) engaging in the business of of, or in activities pertaining directly or indirectly to, and/or the direct and indirect ownership, management, operation, operation and lease of, of assets and property in connection with the retail sale of cannabis with, energy infrastructure (and all activities related thereto), ; (СC) acquiring and otherwise dealing with investments and other direct or indirect rights in Persons involved in the business of of, or in activities pertaining to the retail sale of cannabisdirectly or indirectly to, energy infrastructure (and all activities related thereto); and (D) engaging in all activities ancillary or incidental to any of the foregoing; and Nova hereby expressly ; (ii) ECT consents to the conduct of any and all such Permitted Activities by the Manager Group Enbridge Parties and agrees that, subject except as hereinafter provided set forth in this Section 6.36.04, nothing herein shall prevent any member of the Manager GroupEnbridge Parties, or any of their respective officers, directors directors, or employees from having business interests or from engaging in any business activities whatsoever even though such business interests or activities may be similar to or competitive with the interests or activities of any member of the Nova Fund Group, or from rendering services to any other Person even though such Person may have investment or business interests similar to, or competitive with, those of a member of the Nova Fund Group;; and (iii) in the event that the interests none of the Manager Group come into conflict with those of the Nova Group with respect to any specific matter or transaction (a “Conflict Matter”), the Manager shall give written notice to Nova briefly setting forth particulars of such conflict, and the Nova Independent Directors shall be responsible to take all such actions and make all such decisions relating to such Conflict Matter as it pertains to Nova, and any determinations made by the Nova Independent Directors shall be the actions taken by Nova; and (iv) unless otherwise expressly agreed between any member of the Manager Group, on the one hand, and any member of the Nova Group, on the other hand, no member of the Manager Group Enbridge Parties shall be obligated to offer any business opportunities to any member of the Nova Fund Group. (b) Notwithstanding the provisions of subsection 6.3(a) above, the Manager Group may not hereafter become engaged in any Permitted Activities if such activities, when objectively viewed (and acting reasonably) as at the time at which such activities are proposed to be engaged in, would constitute, or would be reasonably likely to give rise to, а material adverse change to the business or financial affairs of the Nova Group unless such activities have been declined by Nova and have been, or are reasonably likely to be, undertaken by third parties (which does not include a Person affiliated with the Manager); provided, however, that neither this subsection 6.3(b) nor any other provision herein contained shall prohibit or restrain, or be construed as prohibiting or restraining, any member of the Manager Group from continuing to carry-on, be engaged in, and develop any business or activity whatsoever where same is being carried on, engaged in or developed as at the Effective Date, irrespective of whether or not such business or activity may be viewed as materially adverse to the business or financial affairs of Nova.

Other Activities and Conflict of Interest. (a) The Parties acknowledge and agree that: (i) the Manager and its personnel shall devote as much time as is reasonably necessary for the proper discharge of the Servicesits duties and obligations hereunder; (ii) the Manager shall not be engaged in activities other than providing the Administrative Services and the Management Services; (iii) subject to subsection 6.3(b6.03(b) below, Enbridge Inc. and its affiliates and associates, other than the Manager Group (collectively, the “Enbridge Parties”), may be engaged in, or hereafter become engaged in, any business or activities whatsoever (collectively, the “Permitted Activities”), and such Permitted Activities may be in competition or conflict with the business Business carried on by, and/or the interests of, the Nova Group ECT or its affiliates and associates and, for further certainty, may include (A) the provision of services, to any Persons whomsoever whomsoever, which are the same as or similar to the Servicesservices provided hereunder, (ВB) engaging in the business of or activities pertaining directly or indirectly to, and/or the direct and indirect ownership, management, operation, operation and lease of, of assets and property in connection with the retail sale of cannabis with, energy infrastructure (and all activities related thereto), (СC) acquiring and or otherwise dealing with investments and other direct or indirect rights in Persons involved in the business of or activities pertaining directly or indirectly to the retail sale of cannabisenergy infrastructure (and activities related thereto), and (D) engaging in all activities ancillary or incidental to any of the foregoing; and Nova ECT hereby expressly consents to the conduct of any and all such Permitted Activities by the Manager Group Enbridge Parties and agrees that, subject as hereinafter provided in this Section 6.36.03, nothing herein shall prevent any member of the Manager GroupEnbridge Parties, or any of their respective officers, directors directors, or employees from having business interests or from engaging in any business activities whatsoever even though such business interests or activities may be similar to or competitive with the interests or activities of any member of the Nova GroupECT or its affiliates or associates, or from rendering services to any other Person even though such Person may have investment or business interests similar to, or competitive with, those of a member of the Nova GroupECT or its affiliates or associates; (iiiiv) in the event that the interests of the Manager Group Enbridge Parties come into material conflict with those of the Nova Group with ECT or its affiliates or associates in respect to any specific matter or transaction (a “Conflict Matter”), the Manager shall give written notice to Nova ECT briefly setting forth particulars of such conflictconflict and thereafter, and subject to compliance with subsection 8.9(c) of the Nova Independent Directors ECT Trust Indenture, the ECT Trustees shall be responsible to take all such actions and make all such decisions relating to such Conflict Matter as it pertains Matter; provided that the ECT Trustees may, in their discretion, delegate responsibility to Nova, and any determinations the Manager for carrying out some or all of the requisite actions or matters necessary to execute the decisions made by the Nova Independent Directors ECT Trustees in connection with a Conflict Matter. If the ECT Trustees expressly or impliedly delegate such responsibility to the Manager, then such activities and matters for which the Manager is delegated responsibility shall be considered and deemed to be part of the actions taken duties and obligations being provided by Novathe Manager to ECT pursuant to this Agreement, the performance of which shall be subject to the terms, conditions and limitations set forth herein, provided that for the purposes of construing the standard of care in Section 6.01 of this Agreement, and compliance therewith by the Manager, due regard shall be given to the fact that the Manager is having to carry out its duties in circumstances in which its interests are, to at least some extent, in conflict with those of ECT; and (ivv) unless otherwise expressly agreed between any member of the Manager GroupEnbridge Parties or the Manager, on the one hand, and ECT or any member of the Nova Groupits affiliates or associates, on the other hand, no member of neither the Enbridge Parties nor the Manager Group shall be obligated to offer any business opportunities to any member of the Nova GroupECT or its affiliates or associates. (b) Notwithstanding the provisions of subsection 6.3(a6.03(a)(iii) above, the Manager Group Enbridge Parties may not hereafter become engaged in any Permitted Activities if such activities, when objectively viewed (and acting reasonably) as at the time at which such activities are proposed to be engaged engage in, would constitute, or would be reasonably likely to give rise to, а a material adverse change to in the business or financial affairs of the Nova Group ECT unless such activities have been declined by Nova ECT and have been, or are reasonably likely to be, undertaken by third parties (which which, for further certainty, does not include a Person affiliated with the Manager); provided, however, that neither this subsection 6.3(b6.03(b) nor any other provision herein contained shall prohibit or restrain, or be construed as prohibiting or restraining, any member of the Manager Group Enbridge Parties from continuing to carry-on, be engaged in, and develop any business or activity whatsoever where same is being carried on, engaged in in, or developed as at the Effective DateJune 23, 2003, irrespective of whether or not such business or activity may be viewed as materially adverse to the business or financial affairs of NovaECT.