Other Activities of the Partners Sample Clauses

Other Activities of the Partners. (a) So long as Xxxxxxx Xxxxx or Xxxxxx Xxxxx shall be the chief executive officer of the Partnership, or BGP or another Affiliate of Xxxxxxx Xxxxx or Xxxxxx Xxxxx is the Administering General Partner (the "Restricted Period"), Berkshire and BGP shall comply, and shall cause the Berkshire Principals and their respective Affiliates (including, without limitation, (i) any immediate family members of the Berkshire Principals or trusts established for the benefit of such family members of the Berkshire Principals and (ii) any public or private partnership or other entities (other than BRI) in which any Berkshire Principals or any of their Affiliates owns, directly or indirectly, a general partner interest or an economic interest (as limited partner, member or stockholder) of 50% or more (the "Xxxxx Affiliated Entities")) (any of the foregoing, a "Covered Person") to comply with the provisions of this Section 4.2. Berkshire and BGP acknowledge that this covenant is a material inducement to Whitehall, WHGP, Blackstone LP and Blackstone GP entering into this Agreement and that a material breach of this covenant that is not cured after written notice and a reasonable period to cure shall constitute a material breach of this Agreement entitling such Partners to exercise all remedies available to them at law or in equity. Berkshire and BGP represent that all of the Xxxxx Affiliated Entities are identified on Schedule 4.2(b). (b) During the Restricted Period, no Covered Person may, directly or indirectly, develop a new multifamily property (other than development that completes previously commenced construction or a multifamily property that is a part of a portfolio of multifamily property acquired by such Covered Person) located within a one mile radius of any Property held by the Partnership. (c) During the Restricted Period each Covered Person shall offer the Partnership the opportunity to act as property manager for each multifamily property owned by such Covered Person that is not managed by a third party property manager unaffiliated with the Partnership or any Covered Person for a management fee equal to the amount (or percentage) that is market at such time. (d) Subject to this Section 4.2, each Partner may engage or invest in any other activity or venture or possess any interest therein independently or with others. Subject to this Section 4.2, none of the Partners, the Partnership or any other Person employed by, related to or in any way affiliated with any ...
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Other Activities of the Partners. During the continuation of the Partnership, the General Partner shall not be required to manage the Partnership as its sole and exclusive function, and it may have other business interests and engage in activities other than those relating to the Partnership.
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Other Activities of the Partners. The General Partner, the Limited Partners, and their respective affiliates, may each at any time engage in and possess interests in other business ventures of any type and description, independently or with others, whether such ventures are competitive with the Partnership or otherwise. Neither the Partnership nor any other Partner shall by virtue of this Agreement have any right, title or interest in or to such independent ventures or to the income or profits derived therefrom, nor shall engaging in such activities constitute a breach of any obligations hereunder.
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Other Activities of the Partners. (a) Each Partner and its Affiliates may engage or invest in any other activity or venture or possess any interest therein independently or with others, whether or not competitive with the Partnership or the Project. None of the Partners, the Partnership or any other Person employed by, related to or in any way affiliated with any Partner or the Partnership shall have any duty or obligation to disclose or offer to the Partnership or the Partners, or obtain for the benefit of the Partnership or the Partners, any other activity or venture or interest therein. None of the Partnership, the Partners, the creditors of the Partnership or any other Person having an interest in the Partnership shall have (i) any claim, right or cause of action against any Partner or any other Person employed by, related to or in any way affiliated with, any Partner by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or interest therein, or (ii) any right to any such activity or interest therein or the income or profits derived therefrom. (b) During the term hereof, a Partner shall not misappropriate Proprietary Information or use Proprietary Information for such Partner’s own separate benefit or the benefit of any other person or entity (other than the Partnership or another Affiliate of Xxxxxx Properties Group, L.P.).
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Other Activities of the Partners. (a) The General Partner shall devote so much of its time to the affairs of the Partnership as in the judgment of the General Partner the conduct of the business of the Partnership shall reasonably require. The General Partner and any General Partner Affiliate, or any person in which the General Partner or any of the General Partner Affiliates may have an interest (together, the "Bound Parties"), may engage in or own an interest in any other business, investment or profession of any kind and description so long as it is not in the business of providing Loans to Health Care Providers secured by Collateral (the "Excluded Business") (except that: (i) HCFP and its current subsidiaries may continue to conduct their respective businesses as are presently being conducted and (ii) the General Partner Affiliates may acquire any on-going business or entity provided the primary business of the business or entity so acquired is not Excluded Business), and neither the Partnership nor any or its Partners shall have any rights by virtue of this Agreement in or to any of such businesses, professions or investments, or in or to any income or profit derived therefrom. The General Partner shall cause the Bound Parties to comply with this Section. (b) Nothing in this Agreement shall be deemed to prohibit any Limited Partner or any Limited Partner Affiliates or any person in which any Limited Partner or any of the Limited Partner Affiliates may have an interest, from engaging in or owning an interest in any other business, profession or investment of any kind or description, whether or not in direct or indirect competition with the Partnership, and neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in or to any of such businesses, professions or investments, or in or to any income or profit derived therefrom. (c) The General Partner Lenders shall Co-Lend with the Partnership as provided in this paragraph. Such Co-Loans and Loans shall be structured as separate loans made directly by the Partnership on the one hand and the relevant General Partner Lender on the other, and neither shall participate in Loans made by the other. The obligations of the Partnership and the General Partner Lender to lend to any Health Care Provider shall be several and not joint. The Loan and Co-Loan shall be made at the same time. The General Partner shall fairly and reasonably allocate Loan opportunities between the Partnership and itself or a General Pa...
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Other Activities of the Partners and their Affiliates 12
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Related to Other Activities of the Partners

  • Other Activities of the Advisor Except as set forth in this Section 14 , nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Sponsor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee or stockholder of the Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such services; provided, however , that the Advisor must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn fees for rendering such advice and service. The Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person. If the Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method fairly to the Company.

  • Other Activities of the Adviser The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, so long as its services to the Corporation hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation’s portfolio companies, subject to applicable law). The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.

  • Other Activities of the Sub-Adviser The Investment Manager agrees that the Sub-Adviser and any of its partners ------------------------------------ or employees, and persons affiliated with the Sub-Adviser or with any such partner or employee, may render investment management or advisory services to other investors and institutions, and that such investors and institutions may own, purchase or sell, securities or other interests in property that are the same as, similar to, or different from those which are selected for purchase, holding or sale for the Portfolio. The Investment Manager further acknowledges that the Sub-Adviser shall be in all respects free to take action with respect to investments in securities or other interests in property that are the same as, similar to, or different from those selected for purchase, holding or sale for the Portfolio. The Investment Manager understands that the Sub-Adviser shall not favor or disfavor any of the Sub-Adviser's clients or class of clients in the allocation of investment opportunities, so that to the extent practical, such opportunities will be allocated among the Sub-Adviser's clients over a period of time on a fair and equitable basis. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation (i) to purchase or sell, or recommend for purchase or sale, for the Portfolio any security which the Sub-Adviser, its partners, affiliates or employees may purchase or sell for the Sub-Adviser or such partner's, affiliate's or employee's own accounts or for the account of any other client of the Sub-Adviser, advisory or otherwise, or (ii) to abstain from the purchase or sale of any security for the Sub-Adviser's other clients, advisory or otherwise, which the Investment Manager has placed on the list provided pursuant to paragraph 6(g) of this Agreement.

  • Activities of the Adviser The services of the Adviser to the Fund hereunder are not to be deemed exclusive, and the Adviser and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Adviser or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Adviser or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Adviser or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Other Business Activities of the Holders Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER The Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ("Affiliated Accounts"). Subject to the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Series Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser's policy to allocate, within its reasonable discretion, investment opportunities to the Series Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Series and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Series Account may have an interest from time to time, whether in transactions which involve the Series Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Series Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Series Account or otherwise.

  • Other Activities Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Activities of JCM The services of JCM to the Trust hereunder are not to be deemed to be exclusive, and JCM and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in JCM as directors, officers and shareholders of JCM, that directors, officers, employees and shareholders of JCM are or may become similarly interested in the Trust, and that JCM may become interested in the Trust as a shareholder or otherwise.

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