Common use of No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities Clause in Contracts

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither Party or Group, nor any officer, trustee or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary AgreementsAgreements or the Starwood Private Real Estate Funds Documents, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in residential mortgage related securities. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) if any, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, herein or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, Group nor any officer, trustee or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, in WPCSRC’s or NLOPSMTA’s conflicts of interest policies, or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither Party or Group, nor any officer, trustee or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that neither this Agreement nor any Ancillary Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, conducted by the GroupsParties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any Group Party hereto to engage in any business or other activity that overlaps or competes with the business of any other Party, or (ii) the other Groupability of any Party to engage in any specific line of business or engage in any business activity in any specific geographic area. Except as expressly provided herein, in WPC’s Section 5.3 or NLOP’s conflicts of interest policies, Section 5.5 or in any Ancillary Agreement, Parent and the Ancillary Agreements, (x) each Parent Group shall have the right to, and shall have no duty to abstain from exercising such right not to, (i) engage or invest, directly or indirectly, in the same, same or similar or related business activities or lines of business as the other Spinco or its Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any clientclient or customer of Spinco or its Group, customer, vendor or lessor of any of the other Group or and (iviii) employ or otherwise engage any officer, trustee, director officer or employee of the other Spinco or its Group, and (y) neither Party or Group, Parent nor the Parent Group nor any officer, trustee officer or director thereof, as an officer or director of Parent or any member of the Parent Group, shall be liable to the other Party or Spinco and its Group or its stockholders stockholder for breach of any fiduciary duty by reason of any such activities of such Party Parent or the Parent Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, conducted by the GroupsParties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any Group Party hereto to engage in any business or other activity that overlaps or competes with the business of any other Party, or (ii) the other Groupability of any Party to engage in any specific line of business or engage in any business activity in any specific geographic area. Except as expressly provided hereinin Section 5.3, in WPC’s or NLOP’s conflicts of interest policies, hereof or in the Ancillary Agreements, (x) each Party and each Party’s Group shall have the right to, and shall have no duty to abstain from exercising such right not to, (i) engage or invest, directly or indirectly, in the same, same or similar or related business activities or lines of business as the other Party and the other Party’s Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor client or lessor of any customer of the other Group or Party and the other Party’s Group, and (iviii) employ or otherwise engage any officer, trustee, director officer or employee of the other Party and the other Party’s Group, and (y) neither the Party or Group, nor the Party’s Group nor any officer, trustee officer or director thereof, thereof shall be liable to the other Party or and the other Party’s Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or such Party’s Group or of any such Personperson’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in senior housing properties. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) if any, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor vendor, property manager or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in skilled nursing facilities and independent living facilities. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on Table of Contents the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in skilled nursing facilities and independent living facilities. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (ac) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in senior housing properties. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) if any, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor vendor, property manager or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither . Neither Party or Group, nor any officer, trustee officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.