Other Activities of the Members. The Members acknowledge that, to the extent permitted by applicable law, notwithstanding any duty otherwise existing at law or in equity, the members of the Advisory Committee and the Common Unitholders from which the Adviser appointed such members (i) will not be obligated to act in a fiduciary capacity with respect to, and shall not owe any duty (fiduciary or otherwise) to, the Fund or any Member in respect of the activities of the Advisory Committee, (ii) have substantial responsibilities in addition to their Advisory Committee activities and are not obligated to devote any fixed portion of their time to the activities of the Advisory Committee and (iii) will not be prohibited from engaging in activities that compete or conflict with those of the Fund, nor shall any such restrictions apply to any of their respective Affiliates and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to such Persons.
Other Activities of the Members. Notwithstanding any duty otherwise existing at law or in equity but subject to Section 5.3(a)(vi), each Member and its respective Affiliates (collectively, the “Permitted Persons”) may have any other business interests and may engage or invest in any other business or trade, profession or employment whatsoever, on its own account, or in partnership with, or as an employee, officer, advisor, director, stockholder or in any other capacity as a representative of any other Person, and no Permitted Person shall be required to devote its or his entire time to the business of the Company. Without limiting the generality of the foregoing, each Permitted Person may, directly or indirectly, (i) engage or invest in the same or similar activities or lines of business as the Company (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries) or develop or market any products or services (including, without limitation, any products or services that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries); (ii) do business with any client or customer of the Company; and (iii) hold beneficially or own any ownership interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company. Neither the Company nor any Member nor any Affiliate thereof by virtue of this Agreement shall have any rights in and to any Permitted Person’s independent venture or the income or profits derived therefrom, regardless of whether such venture was presented to a Permitted Person as a direct or indirect result of his, her or its connection with the Company. No Permitted Person shall have any obligation to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Member (or any Affiliate thereof) for breach of any fiduciary or other duty, as a Member or otherwise, by reason of the fact that a Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business op...
Other Activities of the Members. (a) Each of the Members acknowledges that the Members will continue to pursue their separate business opportunities outside of the Company and the Facilities. Each Member is free to pursue all such activities and may engage in or possess an interest in any other business venture or ventures of any nature and description and in any vicinity whatsoever, independently or with others, including, without limitation, the ownership, development, financing, leasing, operation, management, syndication, brokerage, subdivision or sale of real property or senior living facilities and related services, and neither the Company nor any other Member shall have any rights in and to such independent ventures or to income or profits derived therefrom.
(b) Each Member may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Members, the Company or any other Person employed by, related to or in any way affiliated with any Member or the Company shall have any duty or obligation to disclose or offer to the Company or the other Members, or obtain for the benefit of the Company or the other Members, any other activity or venture or interest not made with respect to the Company or any Facility. None of the Company, the Members, the creditors of the Company or any other Person having any interest in the Company shall have any claim, right or cause of action against any Member or any other Person employed by, related to or in any way affiliated with, any Member (i) by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or venture or interest therein, or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
Other Activities of the Members. The members of the ------------------------------- board of managers or the Members may engage or have an interest in other business ventures of any kind, independently or with others, and the Company shall not have any rights in or to those independent ventures.
Other Activities of the Members. (a) Subject to Sections 4.1(b) and 4.1(c), this Agreement shall not be construed to create any duty or obligation on the part of any of the Members, the Company or any other person employed by, related to or in any way affiliated with any Member or the Company to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein, or to create on the part of the Company, any of the Members, any creditors of the Company or any other Person having any interest in the Company (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive, in any other activity or venture or interest therein or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
(b) AT&T hereby undertakes to use its reasonable best efforts to make valuable and meaningful introductions for the Company to appropriate executives at AT&T (or its Broadband division or Business division if separate entities) and certain PTTs and equipment manufacturers where AT&T would face no conflict of interest. AT&T further will endeavor to provide, when appropriate, intangible value to the Company through its contacts and relationships and, as appropriate and in its sole discretion, to purchase products and services from Net2Phone for its own use.
(c) IDT Corporation hereby undertakes that, to the extent that as owner, directly or indirectly, of (i) the IDT Sub Shares, (ii) any Membership Interests or (iii) any shares of Common Stock, it is entitled to the proceeds of any judgment or award resulting from any lawsuit or other legal proceeding brought by Net2Phone or the stockholders of Net2Phone against AT&T Sub or its Affiliates relating to any matter pertaining to AT&T Sub's ownership of Common Stock prior to the date hereof or its obligations under the agreements relating to the AT&T Sub Shares, IDT Corporation shall, and cause it Affiliates to, as soon as practicable after the receipt by IDT Corporation or any of its Affiliates of such proceeds, transfer such proceeds (net of any taxes payable with respect to such proceeds) to AT&T Sub for its sole benefit; provided, however, that for purposes of this Section 4.1(c), Net2Phone shall not be deemed an Affiliate of IDT Corpor...
Other Activities of the Members. (a) Each Member may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Members or any other Person employed by, related to or in any way Affiliated with any Member shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein. None of the Company, the Members, the creditors of the Company or any other Person having any interest in the Company shall have (a) any claim, right or cause of action against any Member or any other Person employed by, related to or in any way Affiliated with, any Member by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or venture or interest therein, or (b) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
(b) Notwithstanding Section 5.1(a), from the Effective Date until Stabilization, neither MRP nor any Person which is controlled by the MRP Principals or in which the MRP Principals have, directly or indirectly, more than a one percent (1%) beneficial interest, shall acquire, lease or develop, or provide leasing or development services as a direct or indirect owner or co-owner, or on a fee for services basis, for or with respect to any real estate of which the principal use is (or planned to be) multifamily rental in the Ballpark District; provided that the foregoing shall not prohibit MRP or such other Person from acquiring, leasing or managing a multifamily rental building in which at least ninety percent (90%) of the individual units have previously been leased to, or occupied by, third party tenants.
(c) Notwithstanding Section 5.1(a), from the Effective Date until the earlier of Stabilization or March 1, 2016, neither Investor nor any Investor Affiliate shall commence construction on Phase 2 of the Approved PUD (as defined therein) for the principal use of multifamily rental.
Other Activities of the Members. (a) Each Member may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Members, the Managers, the Officers, the Company or any other Person employed by, related to or in any way affiliated with any Member, any Manager, any Officer or the Company shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein. None of the Company, the Members, the creditors of the Company or any other Person having any interest in the Company shall have (A) any claim, right or cause of action against any Member or any other Person employed by, related to or in any way affiliated with, any Member by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or venture or interest therein or (B) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
Other Activities of the Members. Any Member (or any affiliate thereof) may engage and possess an interest in any other business venture of any nature, kind, or description, including, but not limited to, a property or business competitive with the Property or the businesses conducted by the Company. No Member (nor any affiliate of a Member) shall have any obligation whatsoever to offer other investment opportunities to the Company or any Member or share with the Company or any other Member any profits or distributions from any other investment opportunity.
Other Activities of the Members. The Manager and any Member (or any Affiliate thereof) may engage and possess an interest in any other business venture of any nature, kind or description, including, but not limited to, a property of business competitive with the business conducted by the Company. Neither the Manager nor any Member (or any Affiliate thereof) shall have any obligation whatsoever to offer other investment opportunities to the Company or any Manager or Member or share with the Company or any other Manager or Member any profits or distributions from any other investment opportunity.
Other Activities of the Members. (a) The Members shall not be required to devote all of the Members’ time to the affairs of the Company, but shall devote such time as may be reasonably required to perform the Members’ obligations under this Agreement.
(b) The Members may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, except that a Member may not engage in any business ventures or dealings of any kind or description that relate to, or involve the use of, the [project and its deliverables] without the written consent of the Members. No Member shall have any rights in or to such activities of another Member or any profits derived from such activities.
