Common use of Limits of Company Clause in Contracts

Limits of Company. (a) The relationship between and among the Members as members of a limited liability company shall be limited to carrying on the business of the Company in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be a limited liability company only for such sole and limited purpose. (b) The Members shall each devote such time to the Company as is reasonably necessary to carry out the provisions of this Agreement. Each of the Members understands that the other Member or its Affiliates may be interested, directly or indirectly, in various other businesses and undertakings not included in the Company. Each Member also understands that the conduct of the business of the Company may involve business dealings with such other businesses or undertakings. The Members hereby agree that the creation of the Company and the assumption by each of the Members of their duties hereunder shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation therefrom, and except as otherwise expressly agreed in writing by the Members, each Member waives any rights it might otherwise have to share or participate in such other interests or activities of the other Member or its Affiliates. Except as set forth below or as otherwise expressly agreed in writing by the Members, the Members may engage in or possess any interest in any other business of any nature or description independently or with others including, but not limited to, the ownership, financing, leasing, operation, management or development of real property which may compete with the business of the Company, and neither the Company nor the other Member shall have any right by virtue of this Agreement in and to any such other business or the income or profits derived therefrom. Notwithstanding the foregoing, the Members agree: (i) During the term of this Agreement, each Prospective Project shall be identified by Chelsea and presented to Simon for the benefit of the Company, all as provided in Section 8.8 below; and (ii) During a term ending on the earlier of (A) six (6) years after the date of this Agreement, or (B) two (2) years after the termination of this Agreement, Simon agrees that it shall not compete with Chelsea in the acquisition, development, leasing, construction or management of manufacturers outlet shopping centers in the United States. The foregoing restriction shall not apply to (C) any "Mills-type" shopping cen▇▇▇ ▇hich the Members agree is not a manufacturers outlet shopping center, (D) Simon's acquisition of a portfolio of shopping centers where 15% or less of the number of such shopping centers so acquired are manufacturers outlet shopping centers, and (E) any conversion by Simon of one or more of its shopping centers to a manufacturers outlet shopping center, it being agreed that with respect to such conversion, Simon shall furnish to Chelsea the plans and budgets therefor, together with such other information as Chelsea may reasonably request, and Chelsea shall have the option, for a thirty (30) day period following receipt of such information, to elect to become a joint venture partner with Simon in such conversion and treat such conversion as a Project hereunder. For purposes of this Agreement, a "Mills-type" shopping center shall mean a large (900,000 square feet or more of gross leasable area) value and entertainment oriented shopping center, often enclosed, which contains a substantial number of discount or "category killer" big box anchors or mini anchors each containing approximately 20,000 or more square feet of gross leasable area.