Other Activities of the General Partner. (a) Subject to the requirements contained herein, the General Partner shall cause its personnel to devote such time as shall be reasonably necessary to conduct the business affairs of the Partnership.
(b) Subject to the express provisions elsewhere herein, the parties hereto acknowledge that with respect to the General Partner and its Affiliates:
(i) each of the General Partner and its Affiliates may act as manager, sponsor, or general partner (or the equivalent) for other Persons and may give advice, and take action, with respect to any such other Persons which may follow investment programs similar to those of the Partnership or differ from the advice given, or the timing or nature of action taken, with respect to the Partnership;
(ii) where there is a limited supply of an investment opportunity, the General Partner shall use its best efforts to allocate such investment opportunities among the General Partner’s clients;
(iii) the General Partner, its Affiliates, and their respective members, partners, officers, directors, employees, shareholders, agents, and representatives thereof may engage in transactions or cause or advise other Persons to engage in transactions which may differ from or be identical to the transactions advised upon or engaged in by the General Partner for the Partnership’s account; and
(iv) the General Partner shall not have any obligation to engage in any transaction for the Partnership’s account or to recommend any transaction to the Partnership which the General Partner, its Affiliates, and their respective members, partners, officers, directors, employees, shareholders, agents, and representatives thereof may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law.
(c) The Limited Partners hereby agree that the General Partner may offer the right to participate, directly or indirectly, in investment opportunities of the Partnership to one or more Limited Partners or other private investors, groups, partnerships, or corporations whenever the General Partner so determines (and the Limited Partners agree that the General Partner shall have no liability attributable to or based upon such activities in the absence of intentional harm to the Partnership by the General Partner or a Partner thereof).
(d) By reason of the activities of the General Partner and its Affiliates, the General Partner may acquire confidential information or be restricted from initiating transactions i...
Other Activities of the General Partner. The General Partner and its Affiliates shall devote so much of their time to the affairs of the Partnership as in the judgment of the General Partner the conduct of its business shall reasonably require, and neither the General Partner nor its Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth in this Agreement. Notwithstanding anything to the contrary in this Section 4.04, the General Partner and its Affiliates may exercise investment responsibility, engage directly or indirectly in any other business and directly and indirectly purchase, sell, hold or otherwise deal with any digital asset for the account of any such other business, for their own accounts, for any of their family members or for Other Accounts. No Limited Partner shall, by reason of being a Partner of the Partnership, have any right to participate in any manner in any profits or income earned, derived by or accruing to the General Partner or any of its Affiliates from the conduct of any business other than the business of the Partnership (to the extent provided in this Agreement) or from any transaction in digital assets effected by the General Partner or any of its Affiliates for any account other than that of the Partnership.
Other Activities of the General Partner. Without limitation, the General Partner may, notwithstanding the existence of this Agreement, exercise all the activities as it so elects, whether they are similar or in competition with activities of the Partnership or not, without any obligation to offer an interest in such activities to the Partnership or to any party to this Agreement or on account therefor to them.
Other Activities of the General Partner. The Purchaser understands that the General Partner and its affiliates will receive substantial compensation in connection with the Fund irrespective of the success of its operation and, to the extent permitted by the Partnership Agreement and applicable law, the General Partner and its affiliates are (and in the future may continue to be) engaged in businesses that are competitive with that of the Fund. Subject to the restrictions contained in the Partnership Agreement and the Purchaser’s Side Letter, the Purchaser agrees and consents to these activities of the General Partner and its affiliates even though there are conflicts of interest inherent in such activities and even though the Purchaser will have no interest in such activities except as set forth in the Partnership Agreement.
Other Activities of the General Partner. The General Partner and its respective affiliates, shareholders, members, partners, managers, directors, officers and employees (collectively, the “Affiliated Persons”) will only devote so much time to the affairs of the Partnership as is reasonably required in the judgment of the General Partner. The Affiliated Persons will not be precluded from engaging directly or indirectly in any other business or other activity, including exercising investment advisory, research related advice, management responsibility and buying, selling or otherwise dealing with Securities and other investments for their own accounts, for the accounts of family members, for the accounts of other funds and for the accounts of individual and institutional clients (collectively, “Other Accounts”). Such Other Accounts may have investment objectives or may implement investment strategies similar to those of the Partnership. The Affiliated Persons may also have investments in certain of the Other Accounts. Each of the Affiliated Persons may give advice and take action in the performance of their duties to their Other Accounts that could differ from the timing and nature of action taken with respect to the Partnership. The Affiliated Persons will have no obligation to purchase or sell for the Partnership any investment that the Affiliated Persons purchase or sell, or recommend for purchase or sale, for their own accounts or for any of the Other Accounts. The Partnership will not have any rights of first refusal, co-investment or other rights in respect of the investments made by Affiliated Persons for the Other Accounts, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that the Partnership and one or more Other Accounts should purchase or sell the same investments at the same time, the Affiliated Persons will allocate these purchases and sales as is considered equitable to each. No Limited Partner will, by reason of being a Limited Partner of the Partnership, have any right to participate in any manner in any profits or income earned or derived by or accruing to the Affiliated Persons from the conduct of any business or from any transaction in investments effected by the Affiliated Persons for any account other than that of the Partnership.
Other Activities of the General Partner. Nothing in this Agreement shall limit or restrict the right of the General Partner to engage in business ventures or investments other than the Partnership, of any nature whatsoever, including any venture involving investing in or trading Investments, nor shall anything in this Agreement be deemed to confer upon the Partnership or any other Partner any right or interest in any other such other venture or investment or any income, gain, profit or other benefit derived therefrom.
Other Activities of the General Partner. The General Partner, its Affiliates and their respective partners, members, stockholders, officers, directors, managers and principals (each of the foregoing collectively called “Competing Parties” and individually called “Competing Party”) (i) may carry on and conduct in any way or in any capacity, including, but not limited to, for such Competing Party’s own right and for such Competing Party’s own personal account, as a partner in any other partnership, as a venturer in any joint venture, as an employee, officer, director, or stockholder of any corporation, or as a participant in any syndicate, pool, trust, association, or other business organization, a business that competes, directly or indirectly, with the business of the Partnership, (ii) will be free in any capacity to conduct business activities the same or similar as conducted by the Partnership, and (iii) may make investments in any kind of property, all of the foregoing without any duty or obligation by any such Competing Party to disclose any such activity, business or entity to the Partnership or any other Partner. The Partnership and the Limited Partners will have absolutely no claim or right to any such business or assets thereof.
Other Activities of the General Partner. The General Partner and its Affiliates shall devote so much of their time to the affairs of the Partnership as in the judgment of the General Partner the conduct of the Partnership’s business shall reasonably require, and neither the General Partner nor its Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly required under the terms of this Agreement. Nothing contained in this Section
Other Activities of the General Partner. The General Partner shall devote such time as it shall determine to be necessary for the efficient conduct of the Fund’s business. The General Partner and its Affiliates may engage or participate in other businesses or ventures, whether or not of the same nature as, or competing with, the business of the Fund, and any of them shall be permitted to perform duties for any other Person similar to, or competing with, the duties performed for the Fund. No Limited Partner shall be entitled to any profits which the General Partner or any of its Affiliates shall derive from any businesses or ventures other than the Fund, whether or not such businesses or ventures shall be of the same nature as, or competing with, the business of the Fund. The General Partner and its Affiliates, whether as investment adviser, dealer, broker or otherwise, shall in no way be prohibited by this Agreement from buying or selling securities, or making other investments for their own account, or for the account of any other Person, including securities and other investments which are the same as those held by the Fund. Notwithstanding the foregoing, neither the General Partner nor any of its Affiliates may, acting as principal, purchase any securities or other assets from, or sell any securities or other assets to, the Fund.
Other Activities of the General Partner. (a) The General Partner shall devote that amount of its time to the affairs of the Fund that in its judgment the conduct of the Fund’s business reasonably requires.
(b) The parties hereto acknowledge that:
(i) the General Partner acts and may in the future act as investment adviser, sponsor or general partner for Newcastle Partners, L.P. and other customers, accounts and pooled investment vehicles (individually, a “Customer” and collectively, “Customers”) and may give advice, and take action, with respect to any of those Customers which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund;
(ii) because the General Partner may act as investment advisor, sponsor or general partner for other Customers, certain situations may arise in which the Fund may hold a class of security of an issuer’s capital structure while another Customer may hold a different class of security of the capital structure of the same issuer; the General Partner will take such action as it, in its sole discretion, deems appropriate and equitable to minimize potential conflicts of interest that may arise in this situation; and
(iii) the General Partner’s Affiliates and officers, directors and employees of the General Partner and such Affiliates may engage in transactions or cause or advise other Customers to engage in transactions which may differ from or be identical to the transactions engaged in by the General Partner for the Fund’s account.
(iv) Newcastle Partners, L.P. is a limited partner in the Fund. The General Partner shall not have any obligation to engage in any transaction for the Fund’s account or to recommend any transaction to the Fund which any of the General Partner’s Affiliates or any of the officers, directors or employees of the General Partner or the General Partner’s Affiliates may engage in for their own accounts or the account of any other Customer, except as otherwise required by applicable law. To the extent permitted by law, the General Partner shall be permitted to bunch or aggregate orders for the Fund’s account with orders for other accounts.
(c) By reason of the General Partner’s investment advisory activities (including by virtue of a management or board of directors position of principals or employees of the General Partner), the General Partner or its Affiliates may acquire confidential information or be restricted from initiating transactions in certain securities. In addition, by reason of the activities of...
