Devotion of Time; Fiduciary Duties; Company Opportunities; Other Activities Sample Clauses


Devotion of Time; Fiduciary Duties; Company Opportunities; Other Activities. Except only as specifically set forth in this Agreement or in a separate written agreement with the Company, (a) the Members and the Officers are not obligated to devote any or all of their time or business efforts to the affairs of the Company, (b) the Members and the Officers shall devote only whatever time, effort and skill as they deem appropriate for the management and operation of the Company, (c) the Members and the Officers are free to own interests in other businesses and undertakings and to pursue and engage in other investments, activities and opportunities (collectively, “Other Interests”), (d) the Members are fully aware that the other Members are, and in the future may be, engaged in and conduct Other Interests that are directly or indirectly in competition with the Company or with each other, (e) none of the Officers, Members, or any Affiliate of any Member will have any obligation to offer the Company or any other Member any Other Interests or the right to participate therein, (f) none of the Company, the Officers, or the Members will have any rights in any Other Interests in which any Officer, other Member, or any of their Affiliates engages outside of the Company by virtue of the relationship contemplated by this Agreement, (g) none of the Officers, Members, or any Affiliate of any Member shall be required to disclose to the other Members or the Company the existence or nature of any such Other Interests, (h) no Member shall owe any fiduciary duties to the Company or any Member or any of their respective Affiliates in connection with the Company, (i) each Member (including the Managing Member) shall be entitled to consider only the interests of such Member in connection with any decision or action brought before such Member in his, her or its capacity as a Member and shall have no duty or obligation to consider any other interests or factors affecting the Company or any other Member or any of their respective Affiliates, (j) the Company and the Members each agree that each shall have no claim under fiduciary duty or similar principles to such Other Interests or otherwise with respect to the Company in any respect (including but not limited to the operation and management of the Company), and (k) each Member and the Company waives any conflict of interest related to such Other Interests and the other matters described in this Section 5.3.