Common use of Other Activities; Business Opportunities Clause in Contracts

Other Activities; Business Opportunities. (a) The parties hereto expressly acknowledge and agree that: (i) nothing contained in this Agreement shall prevent any Member or any of its Affiliates from engaging in any other activities or businesses, regardless of whether those activities or businesses are similar to or competitive with the Business; (ii) none of the Members nor any of their Affiliates shall be obligated to account to the Company or to the other Member for any profits or income earned or derived from other such activities or businesses; and (iii) none of the Members nor any of their Affiliates shall be obligated to inform the Company or the other Member of any business opportunity of any type or description. (b) Without limiting the provisions of Section 9.02(a), the parties hereto expressly acknowledge and agree that: (i) the GECC Member, the Green Member and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements, or arrangements with entities engaged in the Business, other than through the Company and any Subsidiaries of the Company (an “Other Business”); (ii) the GECC Member, the Green Member and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company or Subsidiaries of the Company; (iii) none of the GECC Member, the Green Member nor their respective Affiliates will be prohibited by virtue of the GECC Member’s or Green Member’s ownership of Units in the Company from pursuing and engaging in any such activities; (iv) none of the GECC Member, the Green Member and their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship, or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit, or restrict any Board designee of the GECC Member or the Green Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Members other than the GECC Member and the Green Member will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the GECC Member, the Green Member or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of the GECC Member, the Green Member and/or their respective Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Activities; Business Opportunities. (a) The parties hereto expressly acknowledge and agree that: (i) nothing Nothing contained in this Agreement shall prevent any Member or any of its their Affiliates from engaging in any other activities or businesses, regardless of whether those activities or businesses are similar to or competitive with the Business; (ii) none of the Members Members, nor any of their Affiliates Affiliates, shall be obligated to account to the Company or to the other Member for any profits or income earned or derived from other such activities or businesses; and (iii) none of the Members Members, nor any of their Affiliates Affiliates, shall be obligated to inform the Company or the any other Member of any business opportunity of any type or description. (b) Without limiting If during the provisions Restricted Period CN Member or its Affiliate is offered or discovers a Business Opportunity, CN Member shall, prior to pursuing such Business Opportunity, offer to the Company the right to pursue such Business Opportunity for the benefit of the Company by sending to DCRBN Member a written notice thereof together with reasonably sufficient details to allow DCRBN Member to evaluate the Business Opportunity, and shall use commercially reasonable efforts to respond to questions with respect to such Business Opportunity submitted by DCRBN Member. CN Member or its Affiliate may only pursue such Business Opportunity if (i) such Business Opportunity has been presented to DCRBN Member, (ii) either (A) DCRBN Member waived in writing the opportunity of the Company to pursue such Business Opportunity, (B) DCRBN Member failed to authorize the Company to pursue the Business Opportunity within fifteen (15) days of being presented such Business Opportunity or (C) the Company ceases to pursue such Business Opportunity because of the action or inaction of DCRBN Member (each, a “Business Opportunity Waiver”) and (iii) such Business Opportunity is on terms no less favorable than the terms presented to DCRBN Member. If the closing of a Business Opportunity waived pursuant to an express or deemed Business Opportunity Waiver has not occurred within six (6) months of such express or deemed Business Opportunity Waiver, CN Member or its Affiliate may not then effect such transaction until it has once again fully complied with the requirements of this Section 9.02(a7.12(b). (c) If at any time during the Restricted Period CN Member or its Affiliate desires to enter into a Qualifying Renewable PPA, CN Member shall, prior to entering into such Qualifying Renewable PPA with a third-party, provide DCRBN Member or its appropriate Affiliate with the opportunity to make an offer to enter into a Qualifying Renewable PPA by sending DCRBN Member a written notice thereof together with reasonably sufficient details to allow DCRBN Member or its appropriate Affiliate to prepare an offer (the “Qualifying Renewable PPA Notice”), and shall use commercially reasonable efforts to respond to questions with respect to such opportunity submitted by DCRBN Member. DCRBN Member will, within fifteen (15) days of receipt of the Qualifying Renewable PPA Notice, provide a written notice to CN Member indicating whether it (or its appropriate Affiliate) intends to submit a bid for the Qualifying Renewable PPA (the “Qualifying Renewable PPA Bid”), and if so, DCRBN Member shall have sixty (60) days from receipt of the Qualifying Renewable PPA Notice to submit such Qualifying Renewable PPA Bid. CN Member will consider any Qualifying Renewable PPA Bid submitted by DCRBN Member in accordance with this Section 7.12(c) in good faith, but shall not be obligated to accept any Qualifying Renewable PPA Bid. CN Member will provide DCRBN Member with notice of its acceptance or rejection of the Qualifying Renewable PPA Bid within fifteen (15) days of receipt of a Qualifying Renewable PPA Bid. CN Member or its Affiliate may only enter into a Qualifying Renewable PPA with a third party if (i) DCRBN Member does not timely provide notice of its intent to submit a Qualifying Renewable PPA Bid, (ii) DCRBN Member does not timely submit a Qualifying Renewable PPA Bid or (iii) CN Member reviews and provides notice of the rejection of the Qualifying Renewable PPA Bid to DCRBN Member. (d) Neither Member nor its respective Affiliates shall solicit (or assist another in soliciting) any customer of the Projects or the Company for the purpose of inducing, or attempting to induce, such customer to (i) cease or reduce its business with the Projects or the Company, (ii) not do business with the Projects or the Company or (iii) terminate its Assigned Customer Agreement prior to its stated term. In the event the Company is dissolved in accordance with Section 12.01(b) or Section 12.01(c), the parties hereto expressly acknowledge and agree that: obligations of the defaulting Member under this Section 7.12(d) shall survive for a period of twelve (i12) months from the GECC Member, the Green Member and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements, or arrangements with entities engaged in the Business, other than through date on which the Company and any Subsidiaries of the Company (an “Other Business”); (ii) the GECC Member, the Green Member and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company or Subsidiaries of the Company; (iii) none of the GECC Member, the Green Member nor their respective Affiliates will be prohibited by virtue of the GECC Member’s or Green Member’s ownership of Units in the Company from pursuing and engaging in any such activities; (iv) none of the GECC Member, the Green Member and their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship, or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit, or restrict any Board designee of the GECC Member or the Green Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Members other than the GECC Member and the Green Member will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the GECC Member, the Green Member or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of the GECC Member, the Green Member and/or their respective Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Memberis effectively dissolved.

Other Activities; Business Opportunities. (a) The parties hereto expressly acknowledge Except with respect to a Corporate Opportunity as provided in Section 4.10(b), and agree that: (i) except as otherwise provided in an employment agreement between the Company and/or its Affiliate(s), on the one hand, and any Member, EC Member or Manager, on the other hand, nothing contained in this Agreement shall prevent any Member, EC Member or any of its Affiliates Manager from engaging in any other activities or businesses, regardless regard less of whether those activities or businesses are similar to or competitive with those of the Business; (ii) Company, and none of the Members, EC Members nor any of their Affiliates or Managers shall be obligated to account to the Company or to the other Member Members for any profits or income earned or derived from such other such activities or businesses; and (iii) none of the Members nor any of their Affiliates shall be obligated to inform the Company or the other Member of any business opportunity of any type or description. (b) Without limiting Except as otherwise provided for in the provisions of JLA Employment Agreement, or Section 9.02(a4.10(c), no Member shall directly or indirectly pursue on behalf of itself or on behalf of any of its Affiliates any material business opportunity that a reasonable individual with knowledge of the parties hereto expressly acknowledge and agree that: (i) business of the GECC Member, the Green Member and their respective Affiliates are permitted to haveCompany, and may presently the Company’ s or any Controlled Entity’s reasonably identified business plans would conclude could be pursued in a commercially reasonable manner to the future have, investments or other business relationships, ventures, agreements, or arrangements with entities engaged in the Business, other than through the Company and any Subsidiaries benefit of the Company (an “Other Business”); (ii) the GECC Member, the Green Member and their respective Affiliates have or may develop a strategic relationship with businesses that are any Controlled Entity or may would be competitive with the Company or Subsidiaries business of the Company; (iii) none of the GECC Member, the Green Member nor their respective Affiliates will be prohibited by virtue of the GECC Member’s or Green Member’s ownership of Units in the Company from pursuing and engaging in any such activities; (iv) none of the GECC Member, the Green Member and their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship, or investment Controlled Entity (a “Company Corporate Opportunity”) or without (i) providing written notice to present any Company Opportunity, and the Company hereby renounces any of such Corporate Opportunity with such reasonable specificity that the EC Members (other than the EC Members nominated by the Member presenting the Corporate Opportunity (the “Corporate Opportunity Presenter”), who shall not be eligible to vote with respect to such matter) can determine if it is in the Company’s commercially reasonable best interest in a Company to pursue such Corporate Opportunity and any expectancy that a Company (the “Corporate Opportunity will Notice”) and, (ii) to the extent commercially reasonable, making such Corporate Opportunity available to the Company. Within Twenty (20) Business Days following the date on which the Corporate Opportunity Notice is received by the Company, the Executive Committee shall give written notice to the Corporate Opportunity Presenter of its decision (which shall be offered to it; (v) nothing contained herein shall limit, prohibit, or restrict any Board designee of made solely by the GECC Member or the Green Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) EC Members appointed by the Members other than the GECC Member and Corporate Opportunity Presenter) whether to pursue the Green Member will Corporate Opportunity. If the Executive Committee determines not acquireto pursue the Corporate Opportunity or does not respond within such Twenty (20) Business Day period, the Corporate Opportunity Presenter shall be free to pursue the Corporate Opportunity (a “Corporate Opportunity Approval”), unless otherwise provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result employment agreement between the Company and/or its Affiliate(s), on the one hand, and such Corporate Opportunity Presenter on the other hand. If the Executive Committee determines to pursue the Corporate Opportunity, it must promptly initiate commercially reasonable action to implement the Corporate Opportunity. Following the consummation of the participation therein of any of the GECC Memberinvestment provided for in such Corporate Opportunity, the Green Member or their respective Affiliates. The parties hereto expressly authorize provisions of Section 7.06 shall apply to such investment, and consent each aspect of an investment in a Corporate Opportunity must be approved pursuant to the involvement provisions of the GECC Member, the Green Member and/or their respective Affiliates in any Other Business. The parties hereto expressly waiveSection 7.06, to the fullest extent permitted by Applicable Lawapplicable. (c) Notwithstanding anything to the contrary set forth in Section 4.10(b), the provisions of Section 4.10(b) shall apply to the Class B Member only if the location of the proposed Corporate Opportunity is (i) within five (5) miles of either any rights Sponsored Project, or any proposed Sponsored Project as to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to which the Company or any Controlled Entity has expended Pursuit Costs within the prior one hundred eighty (180) days, (ii) not covered by clause (i) of this Section 4.10(c), but is nevertheless in Florida and the Class B Member or its Affiliate is the procuring source of a proposed multifamily apartment development site (for the sake of clarity, not including the acquisition of an existing multifamily apartment project to assert be operated substantially as purchased) that such involvement constitutes would be the subject of a conflict Corporate Opportunity, or (iii) in any of interest by such Persons with respect to the Company following four (4) Core Based Standard Metropolitan Areas: (A) Austin-Round Rock, Texas, (B) Raleigh, North Carolina, (C) Charlotte-Concord, North Carolina, or any Member(D) Dallas-Fort Worth, Texas.

Other Activities; Business Opportunities. (a) The parties hereto expressly acknowledge and agree that: (i) nothing contained in this Agreement shall prevent any Member or any of its Affiliates from engaging in any other activities or businesses, regardless of whether those activities or businesses are similar to or competitive with the Business; (ii) none of the Members nor any of their Affiliates shall be obligated to account to the Company or to the other Member for any profits or income earned or derived from other such activities or businesses; and (iii) none of the Members nor any of their Affiliates shall be obligated to inform the Company or the other Member of any business opportunity of any type or description. (b) Without limiting the provisions of Section 9.02(a), the parties hereto expressly acknowledge and agree that: (i) the GECC Member, the Green Member, the Crown Member and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements, or arrangements with entities engaged in the Business, other than through the Company and any Subsidiaries of the Company (an “Other Business”); (ii) the GECC Member, the Green Member, the Crown Member and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company or Subsidiaries of the Company; (iii) none of the GECC Member, the Green Member, the Crown Member nor their respective Affiliates will be prohibited by virtue of the GECC Member’s, the Green Member’s or Green the Crown Member’s ownership of Units in the Company from pursuing and engaging in any such activities; (iv) none of the GECC Member, the Green Member, the Crown Member and or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship, or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit, or restrict any Board designee of the GECC Member or the Green Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Members other than the GECC Member Member, the Green Member, and the Green Crown Member will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the GECC Member, the Green Member, the Crown Member or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of the GECC Member, the Green Member, the Crown Member and/or their respective Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.