Common use of Other Ventures Clause in Contracts

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s direct and indirect parents, SOIF II’s members, SOIF III’s members, BGF’s members, BGF II’s members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF or BGF II, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s direct and indirect parents, SOIF II’s members, SOIF III’s membersmember, BGF’s members, BGF II’s members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF III or BGF IIBGF, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s direct and indirect parents, SOIF II’s members, SOIF III’s members, BGF’s members, BGF II’s members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF or BGF II, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s direct and or indirect parents, SOIF II’s members, SOIF III’s members, BGF’s members, BGF IISOIF’s members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IISOIF, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IISOIF, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IISOIF, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IISOIF, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IISOIF, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF or BGF IISOIF, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s 's direct and indirect parents, SOIF II’s 's members, SOIF III’s membersIll's member, BGF’s members, BGF II’s 's members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF III or BGF IIBGF, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF III or BGF IIBGF, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement to the contrary, any of the Members, the Manager, BRG’s direct and indirect parents, SOIF II’s OCI's members, SOIF III’s members, BGF’s members, BGF II’s BR's members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without any obligation to share any profits therefrom with the Company or the Members. The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF OCI or BGF IIBR, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF OCI or BGF IIBR, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF OCI or BGF IIBR, or Affiliate shall not be liable to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF OCI or BGF IIBR, or Affiliate pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF OCI or BGF IIBR, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF OCI or BGF IIBR, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member or Manager of its obligations under this Agreement.

Other Ventures. Notwithstanding any duty otherwise existing at law (a) Subject to paragraph (b) and paragraph (c) of this Article VII, the Partners acknowledge and agree that each of them and each Committee Member and their respective constituents and Affiliates may have interests in other present or future ventures, of whatever nature, including real estate, and further including without limitation, ventures that are competitive with the Partnership and that, notwithstanding its status as a Partner in equitythe Partnership, except or as otherwise provided a Committee Member, a Partner, a Committee Member, their respective constituents and Affiliates shall be entitled to obtain and/or continue their respective individual participation in this Agreement all such ventures without (i) accounting to the contraryPartnership or the other Partners for any profits with respect thereto, any of the Members, the Manager, BRG’s direct and indirect parents, SOIF II’s members, SOIF III’s members, BGF’s members, BGF II’s members or any of their Affiliates may engage in or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, including those that may compete with the Company without (ii) any obligation to share advise the other Partners or Committee Members of business opportunities for the Partnership which may come to its or its constituents' or Affiliates' attention as a result of its or its Affiliates' or constituents' participation in such other ventures or in the Partnership, and (iii) being subject to any profits therefrom claims whatsoever on account of such participation. (b) Notwithstanding paragraph (a) of this Article VII, (i) until (A) the termination of TTC as the Manager pursuant to the Master Services Agreement or (B) the loss of Control, Directly or Indirectly (other than through an assignment which constitutes a breach of the Master Services Agreement), of the Manager by Restricted AAT Affiliates, Restricted AAT Affiliates shall not, other than through an interest, Direct or Indirect, in the Partnership or TTC, acquire, own, manage or develop any Other Retail Property or Other Retail Opportunity except indirectly (but subject to the second proviso set forth below) through ownership of a Person that is not Primarily Engaged, and shall not, other than through an interest, Direct or Indirect, in the Partnership or TTC, acquire or own Other Retail Interests in a private or public entity which is Primarily Engaged; provided, however, that with respect to any public entity that is Primarily Engaged, the Company or the Members. The doctrine acquisition of corporate opportunity or any analogous doctrine, an interest which shall not apply exceed five percent (5%) in the aggregate held by all Restricted AAT Affiliates of the outstanding Equity Securities of such entity shall be permitted; and provided further, however, that with respect to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates. No Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their private entity in which Restricted AAT Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Companyacquired Control and that Restricted AAT Affiliates would, and such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate shall not be liable to the Company or to the other Members but for breach of any fiduciary or other duty by reason of the fact that such Memberentity is not Primarily Engaged, Managerbe precluded from owning pursuant to the provisions of this Article VII, member Restricted AAT Affiliates shall make all reasonable efforts to enable the Partnership (for a full and fair consideration and without tax cost to such private entity and to the extent permitted by agreements to which such private entity or the Other Retail Property or Other Retail Properties is or are subject) to acquire such Other Retail Property or Other Retail Properties from such private entity; (ii) until any Committee Member who is an active employee of the Manager and who is not a Restricted AAT Affiliate terminates his position as an officer or employee of the Manager or T-Co, such individual shall not, directly or through a Restricted Affiliate of such individual, acquire, own, manage or develop any Other Retail Property or Other Retail Opportunity except indirectly (but subject to the second proviso set forth below) through ownership of a Member Person that is not Primarily Engaged, and shall not, directly or Managerthrough a Restricted Affiliate of such individual, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF IIacquire, or Affiliate pursues own Other Retail Interests in a private or acquires forpublic entity which is Primarily Engaged; provided, however, that with respect to any public entity that is Primarily Engaged, the acquisition of an interest which shall not exceed five percent (5%) in the aggregate held by such individual and such individual's Restricted Affiliates of the outstanding Equity Securities of such entity shall be permitted; and provided further, however, that with respect to any private entity in which such individual (and such individual's Restricted Affiliates) shall have acquired a Controlling interest and that such individual (and such individual's Restricted Affiliates) would, but for the fact that such entity is not Primarily Engaged, be precluded from owning pursuant to the provisions of this Article VII, such individual and/or such individual's Restricted Affiliates shall make all reasonable efforts to enable the Partnership (for a full and fair consideration and without tax cost to such private entity and to the extent permitted by agreements to which such private entity or the Other Retail Property or Other Retail Properties is or are subject) to acquire such Other Retail Property or Other Retail Properties from such private entity. (c) Notwithstanding paragraph (a) of this Article VII, for so long as TREIX xx a Partner, TREIX xxxll not, Directly or Indirectly other than through its Partnership Interest, manage or develop any Other Retail Property or Other Retail Opportunity, and shall not, Directly or Indirectly other than through its Partnership Interest, acquire, or directs own an ownership interest in any Other Retail Property or Other Retail Opportunity, or acquire, or own any interest in a private or public entity which is Primarily Engaged, unless the Partnership shall have first been afforded the opportunity to manage or develop such Other Retail Property or Other Retail Opportunity, or the opportunity to acquire such ownership interest in such Other Retail Property or Other Retail Opportunity, or to acquire such interest in a private or public entity which is Primarily Engaged (any such opportunity toto manage, another Person develop or does not communicate such opportunity or information acquire is herein referred to the Company. Neither the Company nor any Member shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefromas a "Partnership Opportunity"), and the pursuit of Partnership shall have determined not to pursue such venturesPartnership Opportunity, even if competitive all in accordance with the activities of the Company, shall not be deemed wrongful or improperfollowing procedures. Nothing in this Agreement shall be deemed to preclude any Member, Manager, member As soon as practicable after TREIX xxxst becomes aware of a Member or ManagerPartnership Opportunity it shall, direct or indirect parent by written notice to the Partnership Committee and the Manager (a "Partnership Opportunity Notice"), make full and accurate disclosure of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF or BGF II, from conducting its business in any manner it may electall material facts relevant to such Partnership Opportunity, including, without limitation, entering into any transaction with any Person affiliated all documentation relating thereto. The Partnership shall have the absolute right to pursue such Partnership Opportunity, as set forth in any way with the Partnership Opportunity Notice, upon such Personterms and provisions as it determines to be appropriate. The Partnership shall, provided that no such conduct within sixty (60) Days after receipt of its business shall result a Partnership Opportunity Notice, specify in a breach by notice (an "Opportunity Exercise Notice") to TREIX, xxether or not it desires to pursue the Partnership Opportunity. Failure to give an Opportunity Exercise Notice within sixty (60) Days after receipt of a Partnership Opportunity Notice shall constitute an election not to pursue the Partnership Opportunity. If the Partnership determines to pursue a Partnership Opportunity, and so long as the Partnership does in fact pursue such Member Partnership Opportunity, the Partnership shall have the sole and exclusive right and authority to pursue such Partnership Opportunity, and TREIX xxxll have no further right to pursue such Partnership Opportunity for its own account. In the event that the Partnership determines not to pursue a Partnership Opportunity, TREIX xxx pursue such Partnership Opportunity for its own account, and without accounting to the Partnership or Manager of its obligations under this Agreementthe other Partners with respect thereto.

Other Ventures. Notwithstanding any duty otherwise existing at law or in equity, except as otherwise provided in this Agreement (a) A Member shall not be required to tend to the contrary, any business and affairs of the MembersCompany as such Member’s sole and exclusive function, the Manager, BRG’s direct and indirect parents, SOIF II’s members, SOIF III’s members, BGF’s members, BGF II’s members or any of their Affiliates Member may have other business interests and may engage in other activities of any nature or possess an interest in other profit-seeking or business ventures of every nature and description, independently or with others, similar or dissimilar to the businesses of the Company, including those such interests and activities in respect of other power generation facilities or that may compete be similar to or competitive with the Company without any obligation Business. The Company and each Member shall have no right, by virtue of this Agreement, to share any profits therefrom with or participate in such other investments or activities of a Member or to the income or proceeds derived therefrom. To the fullest extent permitted by law, a Member shall incur no liability to the Company or the Members. The doctrine other Members as a result of corporate opportunity engaging in any other business or any analogous doctrineventure not otherwise even if competitive with the businesses of the Company. (b) Except as provided in Section 7.6(d), shall not apply to any Memberthe Company and each Member expressly acknowledge and agree, Managerthat, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or (i) neither the Members nor any of their Affiliates. No Member, Manager, member of a Member respective Affiliates or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company Representatives shall have any duty to communicate or offer such present an investment or business opportunity to the CompanyCompany in which the Company may, but for the provisions of this Section 7.6, have an interest or expectancy (a “Corporate Opportunity”), and (ii) neither of the Members nor any of their respective Affiliates or Representatives (even if such Member, Manager, member Person is also a Director of a Member the Company) shall be deemed to have breached any duty or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate shall not be liable obligation to the Company or to the other Members for breach of any fiduciary or other duty by reason of the fact that such Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or Affiliate Person pursues or acquires fora Corporate Opportunity for itself or directs, sells, assigns or directs transfers such opportunity to, Corporate Opportunity to another Person or does not communicate information regarding such opportunity or information Corporate Opportunity to the Company. Neither The Company and each Member expressly renounce any interest in Corporate Opportunities and any expectancy that a Corporate Opportunity will be offered to the Company nor any Member shall have any rights or obligations by virtue Company. (c) Without limiting the generality of this Agreement or the relationship created hereby foregoing but subject to Section 7.6(d), the Members acknowledge and agree that (i) the Members and their Affiliates (including Partner Sponsor and its Affiliates (including the Partner Entities)) may, in or to such independent ventures or the income or profits or losses derived therefromcertain circumstances, and the pursuit of such ventures, even if be competitive with the activities Company, (ii) the Directors appointed by Members and certain Affiliates of the CompanyMembers may provide services to both other Persons (including the Partner Entities) and the Company and its Subsidiaries, (iii) the Partner Entities may, in certain circumstances, be competitive with the Company and (iv) the Members, their Affiliates and the Directors appointed by such Members are free to engage in the business of and possess an interest in the other Persons (including the Partner Entities) and shall not be deemed wrongful have no obligation to consider the interests of the Company or improper. Nothing its Subsidiaries, Affiliates or equity investees in preference to the interests of such other Persons (including the Partner Entities). (d) Notwithstanding anything in this Agreement to the contrary (including Sections 7.6(a) and 7.6(b)), the Dominion Member and its Affiliates may not utilize the assets of the Project (which assets, for the avoidance of doubt, do not include the Portsmouth Lease (except to the extent use and access is needed for the Project) and the Coastal Virginia Offshore Wind Pilot Program) for any new business opportunity. The Members agree and acknowledge this 7.6(d) shall be deemed to preclude any Member, Manager, member of a in no way restrict the Dominion Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any Affiliate of any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, or member of SOIF II, SOIF III, BGF or BGF II, from conducting its business in any manner it may elect, including, without limitation, entering into any transaction with any Person affiliated in any way with such Person, provided that no such conduct of its business shall result in a breach by such Member Affiliates or Manager of its obligations under this AgreementSubsidiaries from undertaking the Portsmouth Marine Terminal Transaction.