Other Activities of the Manager and its Shareholders Clause Samples
The "Other Activities of the Manager and its Shareholders" clause defines the rights of the manager and its shareholders to engage in business activities outside of their obligations to the current agreement. Typically, this clause clarifies that the manager and its shareholders are not restricted from pursuing other ventures, investments, or business opportunities, even if these are similar to or compete with the activities covered by the agreement. Its core function is to prevent conflicts of interest claims and to ensure that the manager and its shareholders are not unduly limited in their broader business dealings.
Other Activities of the Manager and its Shareholders. None of the Manager, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall, without the consent of the Independent Trustees, (a) provide management services to, or serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of hotel or travel center properties or (b) make direct investments in hotel or travel center facilities. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as Manager to any other person or entity (including other real estate investment trusts) provided that no such activity shall conflict with the Manager’s obligations under the immediately preceding sentence; provided, further, however, that the Manager shall notify the Company in writing in the event that it does so act as a manager to another real estate investment trust. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, CommonWealth REIT, Senior Housing Properties Trust, Government Properties Income Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities f...
Other Activities of the Manager and its Shareholders. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that none of the Manager, B▇▇▇▇ ▇. ▇▇▇▇▇▇▇, G▇▇▇▇▇ ▇. ▇▇▇▇▇▇ nor A▇▇▇ ▇. ▇▇▇▇▇▇▇ shall provide management services to, make competitive direct investment in or, in the case of B▇▇▇▇ ▇. ▇▇▇▇▇▇▇, G▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and A▇▇▇ ▇. ▇▇▇▇▇▇▇, serve as a director or officer of, any other real estate investment trust which is principally engaged in the business of ownership of Senior Properties (as defined below) without the consent of a majority of the Independent Trustees. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, HRPT Properties Trust, Hospitality Properties Trust, Government Properties Income Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Manager and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, except as expressly provided herein, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company. The parties agree that these relationships and interests shall not affect either party's rights and obligations under this Agreement. Without limiting the foregoing provisions, the Manager agrees, upon the request of any trustee of the Company, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that the disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager, and the Company shall be required to keep such information confidential. Directors, officers, employees and agents...