Partnership Opportunities Sample Clauses

Partnership Opportunities. (a) If any of Universal Sub, USAi, Diller or any officer, director, agent, stockholder, member, managex, xxxtner or Affiliate of any of the foregoing acquires knowledge of a potential transaction or matter which may be a Partnership Opportunity (as defined below) or otherwise is then exploiting any Partnership Opportunity, the Partnership shall have no interest in such Partnership Opportunity and no expectancy that such Partnership Opportunity be offered to the Partnership, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Partnership Opportunity to the Partnership, (ii) subject to Section 9.04, shall have the right to hold any such Partnership Opportunity for its (and/or its officers', directors', agents', stockholders', members', managers', partners' or Affiliates') own account or to recommend, sell, assign or transfer such Partnership Opportunity to Persons other than the Partnership or any subsidiary of the Partnership and (iii) subject to Section 9.04, shall not breach any fiduciary or other duty to the Partnership, in such Person's capacity as a Partner or otherwise, by reason of the fact that such Person pursues or acquires such Partnership Opportunity for itself, directs, sells, assigns or transfers such Partnership Opportunity to another Person, or does not communicate information regarding such Partnership Opportunity to the Partnership.
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Partnership Opportunities. Neither the General Partner nor Capstead shall pursue a Target Investment unless such Target Investment is first offered to the Partnership and the Partnership determines not to pursue such investment. Such opportunities shall be presented pursuant to Section 6.10 hereof. Crescent and Capstead hereby agree that, throughout the term of this Agreement, each Limited Partner shall be entitled to invest in and maintain for its own account or jointly with other Persons, and without restriction, an active portfolio of B-notes, first mortgages, subordinated notes, mezzanine loans and bridge loans, or participations thereof, that do not meet the criteria of Target Investments. Crescent and Capstead further agree that, from time to time each Limited Partner shall be entitled to, but shall not have an obligation to, offer to the Partnership opportunities to invest, or participate, in assets that do not meet the criteria of Target Investments.
Sample 1
Partnership Opportunities. Neither the General Partner (or any of its Affiliates) nor the Limited Partner (or any of its Affiliates) shall, as a result of its position or status as a Partner in the Partnership, have any obligation to offer to the Partnership any interest in any business conducted or to be acquired by such Partner (or any such Affiliate) or to permit the Partnership or the other Partner to participate in any such business. This Section 3.9 shall not affect or limit any obligation of either Partner (or any of its Affiliates) under any other agreement.
Sample 1
Partnership Opportunities. The Parties shall discuss in good faith potential partnering opportunities for sales collaboration and research and development activities. Each Party will use commercially reasonable efforts to arrange for its respective sales and research and development leadership teams to meet periodically to discuss such potential opportunities and how such teams may communicate the nature of the relationship within their respective organizations. The Parties may explore the following:
Sample 1
Partnership Opportunities. Any and all business opportunities within the Intendancy of Putumayo, or the Department of Cauca, of the Republic of Colombia, South America, which come to the attention of any Partner shall be deemed an opportunity of the Partnership (a "Partnership Opportunity") and shall be immediately ----------------------- presented to the Partnership. If Partners owning at least 80% of the Percentage Interests vote in favor of pursuing a Partnership Opportunity, no individual Partner may pursue such Partnership Opportunity. In the event that Partners owning at least 80% of the Percentage Interests do not vote in favor of pursuing a Partnership Opportunity, any individual Partner (including the General Partner) may pursue such opportunity in his or its own right, unless otherwise prohibited pursuant to the terms of another agreement.
Sample 1
Partnership Opportunities. It is expressly understood and agreed that any Partner shall have the right to acquire and operate natural gas processing and transmission facilities outside of the Jonah Field Area for its own individual account without the prior consent of the Partnership or any other Partner. Notwithstanding the foregoing, nothing herein shall authorize any Partner to compete with the Partnership or to diminish any Partner's duty of loyalty to the Partnership and the other Partners under the Act.
Sample 1
Partnership Opportunities. Each Partner reserves the right to invest in, pursue, develop, own, manage, operate or otherwise participate in (including, without limitation, as an investor in, lender to, consultant or advisor to, or director, officer or manager of, any other person or business entity), all business opportunities of any nature for its own account, including opportunities that may directly or indirectly compete with the Partnership. No Partner shall have any obligation to first present such business opportunities to the Partnership or its Partners.
Sample 1
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Partnership Opportunities. The Partners acknowledge that, from time to time, potential business opportunities for new investments or other seminars may be presented to the Partnership for consideration in connection with the Partnership's business. For purposes of this Agreement, any seminar opportunities unrelated to the Partnership's initial Internet seminars which come to the attention of the General Partner, PRTV or iMALL shall be considered partnership opportunities; PRTV's obligation to present any seminar opportunity shall be subject to any obligation to a product endorser or other good faith negotiations. The determination as to whether or not the Partnership shall avail itself of any such opportunity or investment shall be made by the General Partner. If the Partners so elect, the opportunity or investment shall be incorporated into the business of the Partnership in such manner as the General Partner determines to be in the Partnership's best interests, provided that such method reflects the Partners' respective interest in the profits and losses of the Partnership at that time, or as otherwise agreed by the Partners. If the General Partner determines that it is not in the best interest of the Partnership to avail itself of any such business opportunity or investment, the General Partner shall so notify the Limited Partner, whereupon the Limited Partner shall have the right to elect to participate in such opportunity or investment. If the Limited Partner elects not to approve such opportunity or investment, the General Partner shall have the right to pursue such opportunity or investment for its sole account.
Sample 1

Related to Partnership Opportunities

  • Business Opportunities Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

  • Loan Opportunities The Company on behalf of each Fund acknowledges and agrees that BTC shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BTC based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BTC has made fewer or more loans for any other customer than for the Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Freedom to Pursue Opportunities The Parties expressly acknowledge and agree that: (i) Sponsor and each Sponsor Director (and each Affiliate thereof) has the right to, and shall not have any duty (contractual or otherwise) to (and none of the following shall be deemed to be wrongful or improper), (x) directly or indirectly engage in the same or similar business activities or lines of business as the Parent Parties or any of their respective Subsidiaries, including those deemed to be competing with the Parent Parties or any of their respective Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Parent Parties or any of their respective Subsidiaries; and (ii) in the event that Sponsor or a Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be an opportunity for the Parent Parties or any of their respective Subsidiaries and Sponsor or any other Person, Sponsor and such Sponsor Director (and any such Affiliate) shall not have any duty (contractual or otherwise) to communicate or present such opportunity to the Parent Parties or any of their respective Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Parent Parties, their respective Subsidiaries or their respective Affiliates or equity holders for breach of any duty (contractual or otherwise) by reason of the fact that Sponsor or such Sponsor Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Parent Parties or any of their respective Subsidiaries; provided, that any such business, activity or transaction described in this Section 4.14 is not the direct result of Sponsor, its Affiliates or a Sponsor Director using Confidential Information in violation of Section 3.3 hereof. Notwithstanding anything to the contrary contained in this Section 4.14, any Sponsor Director may be excluded, by the members of the Board who are not Sponsor Directors, from any discussion or vote on matters in accordance with a conflicts of interest policy of the Board that is adopted by the Board in good faith and is applicable to all of the members of the Board.

  • Opportunities During his employment with the Company, and for one year thereafter, Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company (including without limitation during the Employment Term) which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Corporate Opportunities The Executive agrees that he will not take personal advantage of any business opportunities which arise during his employment with the Company Group and which may be of benefit to the Company Group. All material facts regarding such opportunities must be promptly reported by the Executive to the Board of Trustees for consideration by the Company Group.

  • Partnership Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the parties hereto and save as set out herein, neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

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