Common use of Other Activities of Partners Clause in Contracts

Other Activities of Partners. (a) Each Partner agrees that, for so long as it is a Partner of the Partnership, (i) its sole business will be to act as a general partner or managing member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner, manager or member of one or more Group Members or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. (b) Notwithstanding the terms of Section 6.1(a), any Affiliate or Affiliates of a Partner (except any wholly-owned Subsidiary of a Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise to any Group Member or any Partner. None of any Group Member or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any Affiliates of a Partner. (c) Subject to the terms of Section 6.1(a) and Section 6.1(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Person (other than any Partner or a wholly owned Subsidiary of a Partner) that is an Affiliate of a Partner in accordance with the provisions of this Section 6.1 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any Partner’s or any other Person’s duties or any other obligation of any type whatsoever of a Partner or any other Person for any such Person that is an Affiliate of a Partner (other than such Partner or its wholly owned Subsidiary) to engage in such business interests and activities in preference to or to the exclusion of any Group Member, (iii) none of the Partners or any other Person shall have any obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise to present business opportunities to any Group Member and (iv) the doctrine of “corporate opportunity” or other analogous doctrine shall not apply to any Partner, any Affiliate of a Partner or any other Person. (d) The provisions of this Agreement, including this Section 6.1, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities owed by a Person to the Partners, Representatives or any other Person who is a party to or otherwise bound by this Agreement, which duties and liabilities might otherwise be existing at law or in equity, are agreed by the parties hereto pursuant to the provisions of Sections 15-404(b) and

Other Activities of Partners. (a) Each Partner agrees thatNeither the General Partner, for so long as it is a Partner any of its Affiliates, nor any of its employees shall be required to devote its full time to the affairs of the Partnership, (i) but shall devote such of its sole time to the business will and affairs of the Partnership as it shall determine, in its discretion, to be necessary to act as a general partner or managing member conduct the affairs of the Partnership for the benefit of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner, manager or member of one or more Group Members or (B) the acquiring, owning or disposing of debt or equity securities in any Group MemberPartners. (b) Notwithstanding the terms Each Partner agrees that any other Partner and any partner, director, officer, shareholder, Affiliate, member, or employee of Section 6.1(a)any other Partner, any Affiliate or Affiliates of a Partner (except any wholly-owned Subsidiary of a Partner) shall have the right to may engage in businesses of every type and description and other activities for profit and to engage in and or possess an interest in other business ventures or commercial dealings of any every kind and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests including, but not limited to, management of other accounts, investment in, or financing, acquisition and activities in direct competition with the business disposition of, securities, investment and activities management counseling, brokerage services, serving as directors, officers, advisers or agents of other companies, partners of any Group Memberpartnership, and or trustee of any trust, or entering into any other commercial arrangements, whether or not any such activities may conflict with any interest of the parties with respect to the Partnership. Without in any way limiting the foregoing, each Partner hereby acknowledges that (i) none of the Limited Partners or their respective partners, directors, officers, shareholders, Affiliates or employees shall have any obligation or responsibility to disclose or refer any of the investment or other opportunities obtained through activities contemplated by this subsection (b) to the General Partner or the Limited Partners, but may refer the same shall constitute a breach of to any other party or keep such opportunities for their own benefit; and (ii) the Limited Partners and the General Partner and their respective partners, directors, officers, shareholders, Affiliates and employees are hereby authorized to engage in activities contemplated by this Agreement subsection (b) with, or any duty otherwise existing at lawto purchase, in equity sell or otherwise deal or invest in Securities issued by, companies in which the General Partner might from time to time invest or be able to invest or otherwise have any Group Member interest on behalf of the Partnership, without the consent or any Partner. None approval of any Group Member the Partnership or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any Affiliates of a Partner. (c) Subject to When the terms of Section 6.1(a) and Section 6.1(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Person (other than any Partner or a wholly owned Subsidiary of a Partner) that is an Affiliate of a General Partner in accordance with the provisions of this Section 6.1 is hereby approved by its sole discretion determines that it would be appropriate for the Partnership and any Managed Account to participate in an investment opportunity, the General Partner will seek to execute orders on a basis which is fair, reasonable and equitable to the Partnership and each such Managed Account. In such situations, the General Partner may place orders for the Partnership and each such Managed Account simultaneously and if all Partnerssuch orders are not filled at the same price, (ii) the General Partner may cause the Partnership and each such Managed Account to pay or receive the average of the prices at which the orders were filled for the Partnership and each such Managed Account. If all such orders cannot be fully executed under prevailing market conditions, the General Partner in its sole discretion may allocate the Investments or other assets traded among the Partnership and any Managed Account on a basis which it shall be deemed not to be a breach considers equitable, taking into account the size of any Partner’s or the order placed for the Partnership and each such Managed Account as well as any other Person’s duties or any other obligation of any type whatsoever of a factors which the General Partner or any other Person for any such Person that is an Affiliate of a Partner (other than such Partner or in its wholly owned Subsidiary) to engage in such business interests and activities in preference to or to the exclusion of any Group Member, (iii) none of the Partners or any other Person shall have any obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise to present business opportunities to any Group Member and (iv) the doctrine of “corporate opportunity” or other analogous doctrine shall not apply to any Partner, any Affiliate of a Partner or any other Personsole discretion deems relevant. (d) The provisions of this Agreement, including this Section 6.1, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities owed by a Person to the Partners, Representatives or any other Person who is a party to or otherwise bound by this Agreement, which duties and liabilities might otherwise be existing at law or in equity, are agreed by the parties hereto pursuant to the provisions of Sections 15-404(b) and

Other Activities of Partners. (a) Each Partner agrees that, for so long as it is a Partner of the Partnership, (i) its sole business will be to act as a general partner or managing member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner, manager or member of one or more Group Members or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. (b) Notwithstanding the terms of Section 6.1(a), any Affiliate or Affiliates of a Partner (except any wholly-owned Subsidiary of a Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise to any Group Member or any Partner. None of any Group Member or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any Affiliates of a Partner. (c) Subject to the terms of Section 6.1(a) and Section 6.1(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Person (other than any Partner or a wholly owned Subsidiary of a Partner) that is an Affiliate of a Partner in accordance with the provisions of this Section 6.1 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any Partner’s or any other Person’s duties or any other obligation of any type whatsoever of a Partner or any other Person for any such Person that is an Affiliate of a Partner (other than such Partner or its wholly owned Subsidiary) to engage in such business interests and activities in preference to or to the exclusion of any Group Member, (iii) none of the Partners or any other Person shall have any obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise to present business opportunities to any Group Member and (iv) the doctrine of “corporate opportunity” or other analogous doctrine shall not apply to any Partner, any Affiliate of a Partner or any other Person. (d) The To the extent permitted by Law, the provisions of this Agreement, including this Section 6.1, 6.1 constitute an agreement to the extent that they restrict modify or eliminate the fiduciary duties (including fiduciary duties) and liabilities owed by a Person to the Partners, Representatives or any other Person who is a party to or otherwise bound by this Agreement, which duties and liabilities might otherwise be existing at law or in equity, are agreed by the parties hereto pursuant to the provisions of Sections Section 15-404(b) andand (c) of Delaware Revised Uniform Partnership Act.