Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B hereof and to any other agreements entered into by a Non-Managing Member or its Affiliates with the Company or a Subsidiary, any Non-Managing Member and any officer, director, employee, agent, trustee, Affiliate or owner of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct or indirect competition with the Company. Neither the Company nor any Members shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member or Assignee. None of the Non-Managing Members or any other Person shall have any rights by virtue of this Agreement or the relationship established hereby in any business ventures of any other Person (other than the Managing Member to the extent expressly provided herein), and no Person (other than the Managing Member) shall have any obligation pursuant to this Agreement to offer any interest in any such business venture to the Company, any Non-Managing Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Trizec Properties Inc), Contribution Agreement (Trizec Properties Inc)
Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B hereof and to any other agreements entered into by a Non-Managing Member or its Affiliates with the Company or a Subsidiary, any Non-Managing Member and any officer, director, employee, agent, trustee, Affiliate or owner of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct or indirect competition with the Company. Neither the Company nor any Members shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member or Assignee. None of the Non-Managing Members or any other Person shall have any rights by virtue of this Agreement or the limited liability company relationship established hereby in any business ventures of any other Person (other than the Managing Member to the extent expressly provided herein), and no Person (other than the Managing Member) shall have any obligation pursuant to this Agreement to offer any interest in any such business venture to the Company, any Non-Managing Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Nexpoint Diversified Real Estate Trust), Limited Liability Company Agreement (Jernigan Capital, Inc.)
Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B 7.6 hereof and to any other agreements entered into by a Non-Managing Member or any of its Affiliates with the Managing Member, the Company or a SubsidiarySubsidiary (including any employment agreement), any Non-Managing Member and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate Affiliate, manager, member or owner stockholder of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Members Member shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member or Assignee. None Subject to such agreements, none of the Non-Managing Members or nor any other Person shall have any rights by virtue of this Agreement or the company relationship established hereby in any business ventures of any other Person (other than the Managing Member CLNY, to the extent expressly provided herein), and no such Person (other than the Managing Member) shall have any no obligation pursuant to this Agreement Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Non-Managing Member or its Affiliates with the Managing Member, the Company or a Subsidiary, to offer any interest in any such business venture ventures to the Company, any Non-Managing Member Member, or any such other Person, even if such opportunity is of a character whichthat, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony Financial, Inc.)
Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B 7.6 hereof and to any other agreements entered into by a Non-Managing Member or any of its Affiliates with the Managing Member, the Company or a SubsidiarySubsidiary (including any employment agreement), any Non-Managing Member and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate Affiliate, manager, member or owner stockholder of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Members Member shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member or Assignee. None Subject to such agreements, none of the Non-Managing Members or nor any other Person shall have any rights by virtue of this Agreement or the company relationship established hereby in any business ventures of any other Person (other than the Managing Member BrightSpire Capital, to the extent expressly provided herein), and no such Person (other than the Managing Member) shall have any no obligation pursuant to this Agreement Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Non-Managing Member or its Affiliates with the Managing Member, the Company or a Subsidiary, to offer any interest in any such business venture ventures to the Company, any Non-Managing Member Member, or any such other Person, even if such opportunity is of a character whichthat, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 1 contract
Samples: Limited Liability Company Agreement (BrightSpire Capital, Inc.)
Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B hereof and to any other agreements entered into by a Non-Managing Member or its Affiliates with the Managing Member, the Company or a Subsidiary, any Non-Managing Member (other than the Managing Member) and any officer, director, manager, employee, agent, trustee, Affiliate Affiliate, member or owner shareholder of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct or indirect competition with the Company. Neither the Company nor any Members shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member Member, officer, director, manager, employee, agent, trustee, Affiliate, member, shareholder or AssigneeAssignee of any Non-Managing Member. None of the Non-Managing Members (other than the Managing Member) or any other Person shall have any rights by virtue of this Agreement or the relationship established hereby in any business ventures of any other Person (other than the Managing Member to the extent expressly provided herein), and no Person (other than the Managing Member) shall have any obligation pursuant to this Agreement to offer any interest in any such business venture to the Company, any Non-Managing Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 1 contract
Outside Activities of Non-Managing Members. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B 7.6 hereof and to any other agreements entered into by a Non-Managing Member or any of its Affiliates with the Managing Member, the Company or a SubsidiarySubsidiary (including any employment agreement), any Non-Non- Managing Member and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate Affiliate, manager, member or owner stockholder of any Non-Managing Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Members Member shall have any rights by virtue of this Agreement in any business ventures of any Non-Managing Member or Assignee. None Subject to such agreements, none of the Non-Managing Members or nor any other Person shall have any rights by virtue of this Agreement or the company relationship established hereby in any business ventures of any other Person (other than the Managing Member CLNS, to the extent expressly provided herein), and no such Person (other than the Managing Member) shall have any no obligation pursuant to this Agreement Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Non-Managing Member or its Affiliates with the Managing Member, the Company or a Subsidiary, to offer any interest in any such business venture ventures to the Company, any Non-Managing Member Member, or any such other Person, even if such opportunity is of a character whichthat, if presented to the Company, any Non-Managing Member or such other Person, could be taken by such Person.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony NorthStar, Inc.)