Other Activities of the Members. The Members acknowledge that, to the extent permitted by applicable law, notwithstanding any duty otherwise existing at law or in equity, the members of the Advisory Committee and the Common Unitholders from which the Adviser appointed such members (i) will not be obligated to act in a fiduciary capacity with respect to, and shall not owe any duty (fiduciary or otherwise) to, the Fund or any Member in respect of the activities of the Advisory Committee, (ii) have substantial responsibilities in addition to their Advisory Committee activities and are not obligated to devote any fixed portion of their time to the activities of the Advisory Committee and (iii) will not be prohibited from engaging in activities that compete or conflict with those of the Fund, nor shall any such restrictions apply to any of their respective Affiliates and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to such Persons.
Other Activities of the Members. (a) Each of the Members acknowledges that the Members will continue to pursue their separate business opportunities outside of the Company and the Facilities. Each Member is free to pursue all such activities and may engage in or possess an interest in any other business venture or ventures of any nature and description and in any vicinity whatsoever, independently or with others, including, without limitation, the ownership, development, financing, leasing, operation, management, syndication, brokerage, subdivision or sale of real property, senior living facilities and related services, and/or assisted living services and related services, and neither the Company nor any other Member shall have any rights in and to such independent ventures or to income or profits derived therefrom.
Other Activities of the Members. Notwithstanding any duty otherwise existing at law or in equity but subject to Section 5.3(a)(vi), each Member and its respective Affiliates (collectively, the “Permitted Persons”) may have any other business interests and may engage or invest in any other business or trade, profession or employment whatsoever, on its own account, or in partnership with, or as an employee, officer, advisor, director, stockholder or in any other capacity as a representative of any other Person, and no Permitted Person shall be required to devote its or his entire time to the business of the Company. Without limiting the generality of the foregoing, each Permitted Person may, directly or indirectly, (i) engage or invest in the same or similar activities or lines of business as the Company (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries) or develop or market any products or services (including, without limitation, any products or services that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries); (ii) do business with any client or customer of the Company; and (iii) hold beneficially or own any ownership interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company. Neither the Company nor any Member nor any Affiliate thereof by virtue of this Agreement shall have any rights in and to any Permitted Person’s independent venture or the income or profits derived therefrom, regardless of whether such venture was presented to a Permitted Person as a direct or indirect result of his, her or its connection with the Company. No Permitted Person shall have any obligation to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Member (or any Affiliate thereof) for breach of any fiduciary or other duty, as a Member or otherwise, by reason of the fact that a Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business op...
Other Activities of the Members. The members of the ------------------------------- board of managers or the Members may engage or have an interest in other business ventures of any kind, independently or with others, and the Company shall not have any rights in or to those independent ventures.
Other Activities of the Members. (a) Subject to Sections 4.1(b) and 4.1(c), this Agreement shall not be construed to create any duty or obligation on the part of any of the Members, the Company or any other person employed by, related to or in any way affiliated with any Member or the Company to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein, or to create on the part of the Company, any of the Members, any creditors of the Company or any other Person having any interest in the Company (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive, in any other activity or venture or interest therein or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
Other Activities of the Members. Any Member (or any Affiliate thereof) may engage and possess an interest in any other business venture of any nature, kind, or description, including, but not limited to, a business competitive with the businesses conducted by the Company. No Member (nor any Affiliate of a Member) shall have any obligation whatsoever to offer other investment opportunities to the Company or any Member.
Other Activities of the Members. Each Member may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Members, the Company, their respective Affiliates or any other Person employed by, related to or in any way affiliated with any Member or the Company shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein. Except as may be set forth in any other agreement, none of the Company, the Members, their respective Affiliates, the creditors of the Company or any other Person having any interest in the Company shall have (A) any claim, right or cause of action against any Member or any other Person employed by, related to or in any way affiliated with, any Member by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or venture or interest therein or (B) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
Other Activities of the Members. (a) Each Member may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Members or any other Person employed by, related to or in any way Affiliated with any Member shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any other activity or venture or interest therein. None of the Company, the Members, the creditors of the Company or any other Person having any interest in the Company shall have (a) any claim, right or cause of action against any Member or any other Person employed by, related to or in any way Affiliated with, any Member by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or venture or interest therein, or (b) any right to any such activity or venture or interest therein or the income or profits derived therefrom.
Other Activities of the Members. The Members acknowledge that Simon is the President, sole director and sole shareholder of Apparel Ventures, Inc., a New Jersey corporation, the managing member of ASE one of the two Member Managers of the Company and that Simon is the CEO of Designer Holdings, Ltd. The Members and/or their Affiliates may engage in any business or activity they choose, whether or not competitive with any business or activity of the Company, the Issuer or any of their respective subsidiaries (including that none of the Company, any of its subsidiaries or any Member shall have any right, title or interest in or to any such business or activity) provided that nothing contained herein shall release Simon from any obligations he may have to Designer Holdings, Ltd. under his employment agreement. Without limiting the generality of the preceding sentence, all conflicts of interest of any kind or nature of each Member Manager and each other Member are hereby waived including that ASE may direct the Company to vote Shares on matters as to which Simon is personally interested. Involvement in any activity described in this Section 12.12 shall not in any manner preclude the application of the provisions of Section 10.1 hereof or indemnification under Section 10.2 hereof.
Other Activities of the Members. To the extent permitted by applicable law, each of the Members and Managing Member(s) may 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.
