Outside Activities of Members. No business or other opportunities other than those related to the Property shall be deemed to be the Property of, or belong to, the Company. Any Member, including the Manager, and any partner, member, shareholder, equity holder, officer, director, employee, agent, trustee, or Affiliate of any Member shall be entitled to and may have and own real property and other business interests and engage in business activities in addition to those relating to the Company, including real property and other business interests and activities that are contiguous, adjacent to or near the Property and/or in direct competition with the Property and/or the Company or that are directly or indirectly enhanced by the Property and/or business and activities of the Company. Neither the Company nor any Member nor any Affiliate of any Member nor any other Person shall have any rights by virtue of this Agreement or the Company relationship established hereby in any such or any other business ventures of any other Member or any of its Affiliates. No Member or such other Person shall have any obligation pursuant to this Agreement to offer any interest in any such business ventures to the Company, any Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Member or such other Person, could be undertaken by such Person. Each Member understands and acknowledges that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings of a Member or its Affiliates. The creation of the Company and the assumption by each Member of its duties hereunder shall be without prejudice to the respective rights (or the rights of its Affiliates) to maintain such other interests and activities and to receive and enjoy profits or compensation therefrom, and each Member hereby waives any rights it might otherwise have to share or participate in such other interests or activities of any other Member or such Member’s Affiliates.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wells Real Estate Investment Trust Inc), Limited Liability Company Agreement (Wells Real Estate Investment Trust Inc)
Outside Activities of Members. No business Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Member or other opportunities other than those related to its Affiliates with the Property shall be deemed to be the Property of, or belong toManaging Member, the Company. Any MemberCompany or a Subsidiary (including, including the Managerwithout limitation, any employment agreement), any Member and any partner, member, shareholder, equity holderAssignee, officer, director, employee, agent, trustee, Affiliate or Affiliate shareholder of any Member shall be entitled to and may have and own real property and other business interests and engage in business activities in addition to those relating to the Company, including real property and other business interests and activities that are contiguous, adjacent to or near the Property and/or in direct or indirect competition with the Property and/or the Company or that are directly or indirectly enhanced by the Property and/or business and activities of the Company. Neither the Company nor any Member nor shall have any Affiliate rights by virtue of this Agreement in any business ventures of any Member or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the Company relationship established hereby in any such or any other business ventures of any other Member or any of its Affiliates. No Member or Person (other than the Managing Member, to the extent expressly provided herein), and such other Person shall have any no obligation pursuant to this Agreement Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Member or its Affiliates with the Managing Member, the Company or a Subsidiary, to offer any interest in any such business ventures to the Company, any Member or any such other Person, even if such opportunity is of a character whichthat, if presented to the Company, any Member or such other Person, could be undertaken taken by such Person. Each Member understands and acknowledges that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings of a Member or its Affiliates. The creation of the Company and the assumption by each Member of its duties hereunder shall be without prejudice to the respective rights (or the rights of its Affiliates) to maintain such other interests and activities and to receive and enjoy profits or compensation therefrom, and each Member hereby waives any rights it might otherwise have to share or participate in such other interests or activities of any other Member or such Member’s Affiliates.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bre Properties Inc /Md/), Limited Liability Company Agreement (Bre Properties Inc /Md/)
Outside Activities of Members. No business Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Member or other opportunities other than those related to the Property shall be deemed to be the Property of, or belong to, the Company. Any Member, including any of its Affiliates with the Manager, the Company or a Subsidiary (including, without limitation, any employment agreement), any Member (including Parent and the Manager, as applicable) and any partner, member, shareholder, equity holderAssignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or Affiliate stockholder of any Member shall be entitled to and may have and own real property and other business interests and engage in business activities in addition to those relating to the Company, including real property and other business interests and activities that are contiguous, adjacent to or near the Property and/or in direct or indirect competition with the Property and/or Company or its Subsidiaries or that are enhanced by the activities of the Company or that are directly or indirectly enhanced by the Property and/or business and activities of the Companyits Subsidiaries. Neither the Company nor any Member nor shall have any Affiliate rights by virtue of this Agreement in any business ventures of any Member (including Parent and the Manager, as applicable) or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the Company relationship established hereby in any such or any other business ventures of any other Member Person (other than the Manager or any of its Affiliates. No Member or the Parent, to the extent expressly provided herein), and such other Person shall have any no obligation pursuant to this Agreement Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Member or its Affiliates with the Manager, the Company or a Subsidiary, to offer any interest in any such business ventures to the Company, any Member Member, or any such other Person, even if such opportunity is of a character whichthat, if presented to the Company, any Member or such other Person, could be undertaken taken advantage of by such Person. Each Member understands and acknowledges that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings of a Member or its Affiliates. The creation of the Company and the assumption by each Member of its duties hereunder shall be without prejudice to the respective rights (or the rights of its Affiliates) to maintain such other interests and activities and to receive and enjoy profits or compensation therefrom, and each Member hereby waives any rights it might otherwise have to share or participate in such other interests or activities of any other Member or such Member’s Affiliates.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Alexander & Baldwin, Inc.)