Other Ventures; Time and Attention Sample Clauses

Other Ventures; Time and Attention. The Members and Managers may, during the term of the Company, engage in and possess an interest for their respective accounts in other business ventures of every nature and description, independently or with others, and neither the Company nor any Member shall have any right in or to said independent ventures or any income or profits derived from said independent ventures. No Member or Manager shall be required to devote his, her or its full business time and attention to the affairs of the Company, unless such Person expressly agrees otherwise in this Agreement or another written agreement.
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Other Ventures; Time and Attention. Subject to ARTICLE VIII hereof, notwithstanding any duty (including any fiduciary duty) that may otherwise exist at law or in equity, (a) Apollo (or any of its successors or assigns), the Apollo Managers, KMCP, the KMCP Manager, and any of their respective Affiliates may, during the term of the Company, engage in and possess an interest for their respective accounts in other business ventures of every nature and description, independently or with others, whether in businesses engaged in or anticipated to be engaged in by the Company, including business interests and activities in direct competition with the business and activities of the Company, and neither the Company nor any other Member shall have any right in or to said independent ventures or any income or profits derived from said independent ventures, and none of the same shall constitute a breach of this Agreement or any duty (fiduciary or otherwise) express or implied by law, in equity or otherwise, to the Company, any Member or Manager or Affiliate thereof, (b) the engaging in competitive activities by Apollo (or any of its successors or assigns), any Apollo Manager, KMCP, the KMCP Manager, or any of their respective Affiliates in accordance with the provisions of this SECTION 2.6 is hereby approved by the Company and all Members, (c) it shall be deemed not to be a breach of Apollo’s (or any of its successors’ or assigns’), any Apollo Manager’s, KMCP’s, the KMCP Manager’s, or any of their respective Affiliates’ fiduciary duty or any other obligation of any type whatsoever for Apollo (or any of its successors or assigns), the Apollo Managers, KMCP, the KMCP Manager, or any Affiliate thereof to engage in such business interests and activities in preference to, to the exclusion of, or harmful to, the Company and (d) Apollo (or any of its successors or assigns), the Apollo Managers, KMCP, the KMCP Manager, and their respective Affiliates shall have no obligation to present business opportunities to the Company and the doctrine of corporate opportunities, or any analogous doctrine, shall not apply; provided, however, that KMCP and the KMCP Manager shall be required to notify the Board of Managers promptly following any investment in any business in competition with the Company. Notwithstanding anything in this Agreement to the contrary, to the extent that provisions of this SECTION 2.6 or other sections of this Agreement purport or are interpreted to have the effect of restricting or eliminating the ...
Sample 1
Other Ventures; Time and Attention. (a) As long as this Joint Venture Agreement has not expired or been lawfully terminated, neither Cascadia nor St. Helens nor any of their Affiliates shall engage in or possess an interest in any business venture engaged in exploration, production and development of oil and gas, independently or with others, that might compete with the business of the Joint Venture within the Cedar Creek Project Area.
Sample 1

Related to Other Ventures; Time and Attention

  • Time and Attention Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of his attention and time during normal working hours to the business and affairs of the Company and its affiliates. It shall not be considered a violation of the foregoing, however, for the Executive to (i) serve on corporate, industry, educational, religious, civic, or charitable boards or committees or (ii) make and attend to passive personal investments in such form as will not require any material time or attention to the operations thereof during normal working time and will not violate the provisions of section 10 hereof, so long as such activities in clauses (i) and (ii) do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement or violate section 10 of this Agreement.

  • Full Time and Attention During the Employment Term, Executive shall devote his or her full time and attention to the business of the Company and will not, without the prior written consent of the Chief Executive Officer of the Company, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activities are pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, Executive shall not be prevented from (a) engaging in any civic or charitable activity for which Executive receives no compensation or other pecuniary advantage, (b) investing his or her personal assets in businesses which do not compete with the Company, provided that such investments will not require any services on the part of Executive in the operation of the affairs of the businesses and that Executive’s participation is solely that of an investor, or (c) purchasing securities in any corporation whose securities are regularly traded, provided that such purchases will not result in Executive owning beneficially at any time 5% or more of the equity securities of any corporation engaged in a business competitive with that of the Company.

  • 00000 Attention Xxxxx X. Xxxxxxxxxx

  • Other Ventures The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

  • Chief Executive Office; Jurisdiction of Organization Seller shall not move its chief executive office from the address referred to in Section 13(a)(17) or change its jurisdiction of organization from the jurisdiction referred to in Section 13(a)(17) unless it shall have provided Buyer 30 days’ prior written notice of such change.

  • Chief Executive Office; Change of Name; Jurisdiction of Organization (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence.

  • Name of Witness Occupation of Witness Signed as a deed and delivered by the ) said T H XXXXXX ) /s/ T. H. Xxxxxx Date: in the presence of:- ) T H XXXXXX

  • Full Time Attention Executive shall devote his best efforts and his full business time and attention to the performance of the services customarily incident to such office and to such other services as the Board may reasonably request.

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”).

  • Jurisdiction of Organization; Chief Executive Office Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

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