Partnership Opportunities Sample Clauses

Partnership Opportunities. (a) If any of Universal Sub, USAi, Diller or any officer, director, agent, stockholder, member, manager, partner or Affiliate of any of the foregoing acquires knowledge of a potential transaction or matter which may be a Partnership Opportunity (as defined below) or otherwise is then exploiting any Partnership Opportunity, the Partnership shall have no interest in such Partnership Opportunity and no expectancy that such Partnership Opportunity be offered to the Partnership, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Partnership Opportunity to the Partnership, (ii) subject to Section 9.04, shall have the right to hold any such Partnership Opportunity for its (and/or its officers', directors', agents', stockholders', members', managers', partners' or Affiliates') own account or to recommend, sell, assign or transfer such Partnership Opportunity to Persons other than the Partnership or any subsidiary of the Partnership and (iii) subject to Section 9.04, shall not breach any fiduciary or other duty to the Partnership, in such Person's capacity as a Partner or otherwise, by reason of the fact that such Person pursues or acquires such Partnership Opportunity for itself, directs, sells, assigns or transfers such Partnership Opportunity to another Person, or does not communicate information regarding such Partnership Opportunity to the Partnership.
Partnership Opportunities. Neither the General Partner nor Capstead shall pursue a Target Investment unless such Target Investment is first offered to the Partnership and the Partnership determines not to pursue such investment. Such opportunities shall be presented pursuant to Section 6.10 hereof. Crescent and Capstead hereby agree that, throughout the term of this Agreement, each Limited Partner shall be entitled to invest in and maintain for its own account or jointly with other Persons, and without restriction, an active portfolio of B-notes, first mortgages, subordinated notes, mezzanine loans and bridge loans, or participations thereof, that do not meet the criteria of Target Investments. Crescent and Capstead further agree that, from time to time each Limited Partner shall be entitled to, but shall not have an obligation to, offer to the Partnership opportunities to invest, or participate, in assets that do not meet the criteria of Target Investments.
Partnership Opportunities. The Partners acknowledge that, from time to time, potential business opportunities for new investments or other seminars may be presented to the Partnership for consideration in connection with the Partnership's business. For purposes of this Agreement, any seminar opportunities unrelated to the Partnership's initial Internet seminars which come to the attention of the General Partner, PRTV or iMALL shall be considered partnership opportunities; PRTV's obligation to present any seminar opportunity shall be subject to any obligation to a product endorser or other good faith negotiations. The determination as to whether or not the Partnership shall avail itself of any such opportunity or investment shall be made by the General Partner. If the Partners so elect, the opportunity or investment shall be incorporated into the business of the Partnership in such manner as the General Partner determines to be in the Partnership's best interests, provided that such method reflects the Partners' respective interest in the profits and losses of the Partnership at that time, or as otherwise agreed by the Partners. If the General Partner determines that it is not in the best interest of the Partnership to avail itself of any such business opportunity or investment, the General Partner shall so notify the Limited Partner, whereupon the Limited Partner shall have the right to elect to participate in such opportunity or investment. If the Limited Partner elects not to approve such opportunity or investment, the General Partner shall have the right to pursue such opportunity or investment for its sole account.
Partnership Opportunities. Neither the General Partner (or any of its Affiliates) nor the Limited Partner (or any of its Affiliates) shall, as a result of its position or status as a Partner in the Partnership, have any obligation to offer to the Partnership any interest in any business conducted or to be acquired by such Partner (or any such Affiliate) or to permit the Partnership or the other Partner to participate in any such business. This Section 3.9 shall not affect or limit any obligation of either Partner (or any of its Affiliates) under any other agreement.
Partnership Opportunities. It is expressly understood and agreed that any Partner shall have the right to acquire and operate natural gas processing and transmission facilities outside of the Jonah Field Area for its own individual account without the prior consent of the Partnership or any other Partner. Notwithstanding the foregoing, nothing herein shall authorize any Partner to compete with the Partnership or to diminish any Partner's duty of loyalty to the Partnership and the other Partners under the Act.
Partnership Opportunities. Any and all business opportunities within the Intendancy of Putumayo, or the Department of Cauca, of the Republic of Colombia, South America, which come to the attention of any Partner shall be deemed an opportunity of the Partnership (a "Partnership Opportunity") and shall be immediately ----------------------- presented to the Partnership. If Partners owning at least 80% of the Percentage Interests vote in favor of pursuing a Partnership Opportunity, no individual Partner may pursue such Partnership Opportunity. In the event that Partners owning at least 80% of the Percentage Interests do not vote in favor of pursuing a Partnership Opportunity, any individual Partner (including the General Partner) may pursue such opportunity in his or its own right, unless otherwise prohibited pursuant to the terms of another agreement.
Partnership Opportunities. Each Partner reserves the right to invest in, pursue, develop, own, manage, operate or otherwise participate in (including, without limitation, as an investor in, lender to, consultant or advisor to, or director, officer or manager of, any other person or business entity), all business opportunities of any nature for its own account, including opportunities that may directly or indirectly compete with the Partnership. No Partner shall have any obligation to first present such business opportunities to the Partnership or its Partners.

Related to Partnership Opportunities

  • Business Opportunities None of the Sole Member, any Director or any of their respective Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company, shall have any duty to communicate or offer such opportunity to the Company or the Partnership, and such Persons shall not be liable to the Company or the Sole Member for breach of any duty by reason of the fact that such Person pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company; provided such Sole Member, Director or any of their Affiliates do not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Company to such Persons.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Freedom to Pursue Opportunities In recognition that the Manager and its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Manager or its Affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the Manager and its Affiliates have a myriad of duties to various investors, and in anticipation that the Company and the Manager (or one or more Affiliates or clients of the Manager) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties that may confront any manager who desires and endeavors fully to satisfy such manager’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Manager. Except as the Manager may otherwise agree in writing after the date hereof:

  • Opportunities During his employment with the Company, and for one year thereafter, Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company (including without limitation during the Employment Term) which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Corporate Opportunities Notwithstanding anything contained in this Agreement or under Applicable Law to the contrary (to the full extent permitted by Applicable Law), (i) the Initial Shareholders, the Dowling Shareholder and their respective Affiliates (A) may engage in or possess an interest in other business ventures of any nature and description (whether similar or dissimilar to the business of the Company or any of its Subsidiaries), independently or with others, and none of the Company, any Subsidiary, any other Shareholder, and each of their respective Affiliates shall have any right by virtue of this Agreement in or to any such investment or interest of the Enstar Shareholder, the Trident Shareholders, the Dowling Shareholder, any Enstar Director or any Trident Director and any of its or their respective Affiliates to any income or profits derived therefrom, and the pursuit of any such venture shall not be deemed wrongful or improper, and (B) shall not be obligated to present any investment opportunity to the Company or any Subsidiary even if such opportunity is of a character that, if presented to the Company or any Subsidiary, could be taken by the Company or such Subsidiary, and (ii) the parties hereby waive (and the Company shall cause the Subsidiaries to waive) to the fullest extent permitted by law any fiduciary or other duty of the Initial Shareholders, the Dowling Shareholder and the Enstar Directors and Trident Directors not expressly set forth in this Agreement, including fiduciary or other duties that may be related to or associated with self-dealing, corporate opportunities or otherwise, in each case so long as such Person acts in a manner consistent with this Agreement.

  • Partnership We believe that by working with others who share our aspirations for young children, we can maximize every child’s readiness for kindergarten and success in life.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Equal Opportunities 8.5.1. Framework Contractors will be required to ensure that it complies with equal opportunities and non-discrimination legislation in relation both to the delivery of the service and to employment and demonstrate the policies and practices which it will put in place to achieve this.