Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.
Independent Activities; Transactions With Affiliates. The Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor to permit the Company or any other Governor or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a Governor), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third party. If the Governors, as fiduciaries of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, such transaction shall be embodied in a written contract and the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days...
Independent Activities; Transactions With Affiliates. (a) The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion.
(b) Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Director or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Director to permit the Company or any other Director or Member or their Affiliates to participate in any such activities. Except as expressly provided in this Section 1.9(b), as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation.
(c) No contract or transaction between the Company and one or more of its Members, or between the Company and any other Person in which one or more of the Members is a director, manager or officer, or in which such Member has a financial interest, shall be void or voidable (i) solely because of such relationship, (ii) solely because a Director appointed or elected by such Member is present at, or participates in, the meeting of the Directors at which such contract or transaction is authorized, or (iii) solely because a Director appointed or elected by such Member votes are counted for such authorization; provided, however, the material facts as to the relationship are disclosed to the Directors and a majority of the disinterested Directors authorize such contract or transaction, regardless of whether the disinterested Directors constitute a quorum.
Independent Activities; Transactions With Affiliates. (a) The Member shall be required to devote only such time to the affairs of the Company as the Member determines in its sole discretion may be necessary or appropriate, and the Member shall be free to serve any other Person in any capacity that he may deem appropriate in his discretion.
(b) Insofar as permitted by applicable law, the Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent the Member from engaging in such activities or require the Member to permit the Company to participate in any such activities.
Independent Activities; Transactions With Affiliates. (a) The Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that he may deem appropriate in his discretion.
(b) Insofar as permitted by applicable law, neither Member nor its Affiliates may engage in any activities which are or may be competitive with the Company. This Operating Agreement shall not prevent a Member from undertaking any other non-competitive activity it chooses and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member.
(c) To the extent permitted by applicable law and subject to the provisions of this Operating Agreement, in furtherance of the purposes of the Company set forth in Section 1.3, the Manager is hereby authorized to cause the Company to purchase property (whether real, personal, or mixed) from, sell property to or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member; provided, that any such purchase, sale, or other trans-action shall be made on terms and conditions that are no less favorable to the Company than if the sale, purchase, or other transaction had been made with an independent third party.
(d) Notwithstanding Section 1.9(c), the Manager, on behalf of the Company, is hereby authorized to cause the Company to enter into the transactions evidenced by, and perform its obligations under, Transaction Documents to which the Company is or shall be a party, all without any further action, consent, or approval of any Person.
Independent Activities; Transactions With Affiliates. (a) Each Member and any of its Affiliates shall be required to devote only such time to the affairs of the Company as such Member determines in its sole discretion may be necessary to manage and operate the Company, and each such Person, to the extent not otherwise directed by such Member, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.
(b) Insofar as permitted by applicable law, each Member may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or any Member and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member from engaging in such activities, or require any Member to permit the Company or any Member to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation.
Independent Activities; Transactions With Affiliates. (a) Each Director shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company and its subsidiaries and shall be free to serve any other Person or enterprise in any capacity that such Director may deem appropriate in his, her or its discretion.
(b) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the purposes of the Company set forth in Section 2.3, the Governing Board is hereby authorized to cause the Company to purchase or lease property (whether real, personal or mixed) from, sell or lease such property to or otherwise deal with any Member or Director, acting on its own behalf, or any Affiliate of any Member or Director; provided that any such purchase, sale, lease, dealing or other transaction shall be made in accordance with Section 8.2.
(c) Each Member and Director and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, have the same rights and obligations with respect thereto as a Person who is not a Member, subject to Section 8.2. 31 31
Independent Activities; Transactions With Affiliates. (i) The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, to the extent not otherwise directed by the General Partner, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.
(ii) Insofar as permitted by Applicable Law, the General Partner (acting on its own behalf) may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent the General Partner from engaging in such activities, or require the General Partner to permit the Partnership or any Partner to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes and renounces any such right or claim of participation.
(iii) To the extent permitted by Applicable Law and except as otherwise provided in this Agreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been entered into with an independent third party. ARTICLE VII LIMITED
Independent Activities; Transactions With Affiliates. Insofar as permitted by applicable law, the Members and the Managing Member (each acting on its own behalf) and each of their Affiliates may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; and neither this Agreement nor any activity undertaken pursuant hereto shall, except as expressly provided in a written agreement signed by the parties to be bound thereby, prevent the Managing Member or any Member or its Affiliates from engaging in such activities, or require the Managing Member or any Member to permit the Company or any Member or its Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation.
Independent Activities; Transactions With Affiliates. (a) Member is required to devote only such time to the affairs of the Company as Member determines in Member’s sole discretion. Member is free to serve any other Person or enterprise in any capacity that Member deems appropriate.
(b) Member may, notwithstanding this Agreement, engage in whatever activities Member chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company and neither this Agreement nor any activity undertaken by the Company will prevent Member from engaging in such activities, or require Member to permit the Company to participate in any such activities.
