Other Business of Members, Directors and Affiliates. (a) The Members, each Director and their respective Affiliates (other than any Group Member) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or any Group Member, and the Company, any Group Member, the Directors and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any Group Member, shall not be deemed wrongful or improper. (b) None of the Members, any Director or any of their respective Affiliates (other than any Group Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or a Group Member, shall have any duty to communicate or offer such opportunity to the Company or any Group Member, and such Persons shall not be liable to the Company or the Members for breach of any duty by reason of the fact that such Person pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any Group Member; provided such Members, Director or any of their Affiliates do not engage in such business or activity using confidential or proprietary information that was provided by or on behalf of the Partnership Group.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Summit Midstream Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (Southcross Energy Partners, L.P.)
Other Business of Members, Directors and Affiliates. (a) The Members, each Director and their respective Affiliates (other than any Group Member) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or any Group Memberthe Partnership Group, and the Company, any Group Memberthe Partnership Group, the Directors and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any Group Memberthe Partnership Group, shall not be deemed wrongful or improper, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity.
(b) None of the Members, any Director or any of their respective Affiliates (other than any Group Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or a any Group Member, shall have any duty to communicate or offer such opportunity to the Company or any Group Member, and such Persons shall not be liable to the Company or the Members for breach of any duty by reason of the fact that such Person pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any Group Member; provided such Members, Director or any of their Affiliates do not engage in such business or activity using confidential or proprietary information that was provided by or on behalf of the Partnership Groupor any Group Member to such Persons.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Marlin Midstream Partners, LP), Limited Liability Company Agreement (Marlin Midstream Partners, LP), Limited Liability Company Agreement
Other Business of Members, Directors and Affiliates. (a) The Members, each Director and their respective Affiliates (other than any Group Member) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or any Group Memberthe Partnership Group, and the Company, any Group Memberthe Partnership Group, the Directors and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any Group Memberthe Partnership Group, shall not be deemed wrongful or improper, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity.
(b) None of the Members, any Director or any of their respective Affiliates (other than any Group Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or a Group Member, shall have any duty to communicate or offer such opportunity to the Company or any a Group Member, and such Persons shall not be liable to the Company or the Members for breach of any duty by reason of the fact that such Person pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any Group Member; provided such Members, Director or any of their Affiliates do not engage in such business or activity using confidential or proprietary information that was provided by or on behalf of the Partnership Groupor any Group Member to such Persons.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Cypress Energy Partners, L.P.), Limited Liability Company Agreement (Cypress Energy Partners, L.P.)
Other Business of Members, Directors and Affiliates. (a) The Members, each Director and their respective Affiliates (other than any Group Member) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or any Group Memberthe Partnership Group, and the Company, any Group Memberthe Partnership Group, the Directors and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any Group Memberthe Partnership Group, shall not be deemed wrongful or improper, notwithstanding any other provision of this Agreement or any duty otherwise existing under the Act or any other Applicable Law or in equity.
(b) None of the Members, any Director the Directors or any of their respective Affiliates (other than any Group Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or a any Group Member, Member shall have any duty to communicate or offer such opportunity to the Company or any Group Member, and such Persons shall not be liable to the Company or the Members for breach of any duty by reason of the fact that such Person pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any Group Member; provided provided, such MembersMember, Director or any of their Affiliates do Affiliate does not engage in such business or activity using confidential or proprietary information that was provided by or on behalf of the Partnership Groupor any Group Member to such Person.
Appears in 2 contracts
Samples: Contribution Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)
Other Business of Members, Directors and Affiliates. (a) The Members, each Director Managing Member and their respective its Affiliates (other than any Group Member) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or any Group Member, and the Company, any Group Member, the Directors and the Members (other than the Managing Member) shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any Group Member, shall not be deemed wrongful or improper.
(b) None of the Members, any Director Managing Member or any of their respective its Affiliates (other than any Group Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or a Group Member, shall have any duty to communicate or offer such opportunity to the Company or any Group Member, and such Persons neither the Managing Member nor its Affiliate shall not be liable to the Company or the Members for breach of any duty by reason of the fact that such Person the Managing Member or its Affiliate pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any Group Member; provided such Members, Director that the Managing Member or any of their its Affiliates do not engage in such business or activity using confidential or proprietary information that was provided by or on behalf of the Partnership Group.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Empire Petroleum Partners, LP)