Undertakings by Partners Sample Clauses

Undertakings by Partners. 10.1 Neither Partner (or any Affiliate) shall (either solely or jointly with any other person, firm or company and whether directly or indirectly) carry on or be engaged in or interested (except as the holder for investment of securities dealt in on a stock exchange and not exceeding 5 per cent in nominal value of the securities of any class) in any Competing Business during the period of this Agreement. For this purpose, Competing Business means any business that competes with . 10.2 The restriction contained in clause 10.1 does not affect or prohibit any party (or any of their respective Subsidiaries acquiring or holding a Controlling Interest in a company or undertaking engaged in activities within the Field provided that the annual turnover of the competing activities in the Field amounts to less than twenty-five per cent (25%) of the turnover of the acquired company or undertaking as a whole. 10.3 Each of the Partners undertakes to the other that, in addition to its other obligations under this Agreement, it shall: (a) promote the best interests of the Partnership and consult fully on all matters materially affecting the development of the Business; and (b) act in good faith towards the other in order to promote the success of the Partnership, including considering in good faith proposals made by any other Partner for modifying this Agreement.