Outside Activities of Partners. 19 Section 8.4 Return of Capital ..................................... 20 Section 8.5 Rights of Limited Partners Relating to the Partnership............................................ 20 Page
Outside Activities of Partners. Any Partner and any officer, director, employee, agent, trustee or shareholder of any Partner shall be entitled to and may have business interests and activities that are in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any other rights by virtue of this Agreement in any other business venture of any Partner or Assignee. None of the Partners nor any other Person shall have any right by virtue of this Agreement or the partnership relationship established hereby in any other business venture of any other Person and neither such Partner nor any other Person shall have any obligation pursuant to this Agreement to offer any interest in any such other business venture to the Partnership, any Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Partner or such other Person, could be taken by such Person.
Outside Activities of Partners. The General Partner, the Limited Partner and any shareholder, director, officer or employee of the General Partner, the Limited Partner or any of their respective Affiliates may have business interests and engage in business activities, some or all of which may conflict with the business activities of the Partnership, in addition to those relating to the Partnership for their own account and for the account of others without having or incurring any obligation to offer any interest in such properties, businesses or activities to the Partnership or any Partner. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement or the partnership relationship created hereby in any business ventures of any such Person.
Outside Activities of Partners. Subject to any agreements entered into pursuant to Section 7.6. hereof and any other agreements entered into by a Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate or shareholder of any Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Partner or Assignee. Subject to such agreements, none of the Partners nor 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 General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6. hereof and any other agreements entered into by a Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Partner or such other Person, could be taken by such Person.
Outside Activities of Partners. Subject to any agreements entered into by a Partner or its Affiliate with the General Partner, Partnership or a Subsidiary, any Partner and any officer, director, employee, agent, trustee, member, manager, Affiliate or shareholder of, or partner in, any Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Partner or Assignee. Subject to such agreements, none of the Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Partners benefitting from the business conducted by the Partnership in accordance with this Agreement, and such other Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Partner or such other Person, could be taken or pursued by such other Person.
Outside Activities of Partners. Except as otherwise expressly set forth in this Agreement or otherwise agreed in writing, each Partner and each Partner’s Affiliates: (i) may carry on and conduct in any way or in any capacity, including, but not limited to, for such Partner’s (or Affiliate’s) own right and for such Partner’s (or Affiliate’s) own personal account, as a partner in any other partnership, as a venturer in any joint venture, as a member or manager in any limited liability company, as an employee, officer, director, or stockholder of any corporation, or as a participant in any syndicate, pool, trust, association, or other business organization, a business that competes, directly or indirectly, with the business of the Partnership; (ii) will be free in any capacity to conduct business activities the same or similar as conducted by the Partnership; (iii) may make investments in any kind of property; and (iv) will have no obligation to disclose, to give notice of, offer a participation in, or to account to the Partnership or any other Partner for any such business, activity, or investment. The Partnership will have no claim or right to any such business, activity, or investment.
Outside Activities of Partners. Save and except only as provided in Section 18.07, nothing restricts or shall be deemed to restrict in any way the right of any Partner or any of its Affiliates to engage in any activity or possess any interest in any business, venture or other person, in each case of any nature, whether independently or with any other person (including any other Partner) including, without limitation, the acquisition, ownership, development, management, operation, brokerage and sale of real property, whether or not adjacent to or competitive with the real property included in the Partnership Property. Subject only to the provisions of Section 18.07, no Partner will have any liability or obligation to account to the Partnership or any other Partner in any way for such other activities or interests or for the profits, proceeds, benefits or other advantages derived from such other activities or interests. A Partner shall not by reason of owning its Partnership Interest have any interest in any other property owned by any other Partner or any business or venture engaged in by any other Partner, whether or not similar to the business of the Partnership.
Outside Activities of Partners. Any Partner may be engaged in one or more business, other than the business of the partnership, but only to the extent that this activity does not compete or materially interfere with the business of the partnership and does not conflict with the obligations of that Partner under this agreement. Neither the partnership nor any other Partner shall have the right to any income or profit derived by a Partner from any business activity permitted under this section.
Outside Activities of Partners. The Board of Directors, the Limited Partner and any shareholder, director, officer or employee of the General Partner, the Limited Partner or any of their respective Affiliates may have business interests and engage in business activities, some or all of which may conflict with the business activities of the Partnership, in addition to those relating to the Partnership for their own account and for the account of others without having or incurring any obligation to offer any interest in such properties, businesses or activities to the Partnership or any Partner. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement or the partnership relationship created hereby in any business ventures of any such Person.
Outside Activities of Partners. 59 15.15 Limitation to Preserve REIT Status.............................................60 EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS EXHIBIT B CAPITAL ACCOUNT MAINTENANCE EXHIBIT C SPECIAL ALLOCATION RULES EXHIBIT D NOTICE OF REDEMPTION EXHIBIT E VALUE OF CONTRIBUTED PROPERTY AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRESIDIO GOLF LIMITED PARTNERSHIP THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of ___________, 1998, is entered into by and among Presidio Golf Trust, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on Exhibit A hereto as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
