Common use of Certain Agreements and Transactions Permitted Clause in Contracts

Certain Agreements and Transactions Permitted. The Company has entered into this Agreement, and, subject to this Agreement, may from time to time enter into and perform one or more agreements (including the Intercompany Commercial Agreements) (or modifications or supplements to pre-existing agreements) with Xxxxxxx pursuant to which the Company, on the one hand, and Xxxxxxx, on the other hand, agree to engage in transactions of any kind or nature with each other or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to this Section 4.9, and except as otherwise agreed in writing by the Company and Xxxxxxx, no such agreement, or the performance thereof by the Company or Xxxxxxx shall, to the fullest extent permitted by Applicable Law, be considered contrary to (i) any fiduciary duty that Xxxxxxx may owe to the Company or to any stockholder or other owner of an equity interest in the Company by reason of Xxxxxxx being a controlling or significant stockholder of the Company or participating in the control of the Company or (ii) any fiduciary duty owed by any director or officer of the Company who is also a director, officer or employee of Xxxxxxx to the Company, or to any stockholder thereof. Subject to Section 4.9(d), to the fullest extent permitted by Applicable Law, Xxxxxxx, as a stockholder of the Company, or as a participant in control of the Company, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or officer of the Company who is also a director, officer or employee of Xxxxxxx shall have or be under any fiduciary duty to the Company to refrain from acting on behalf of the Company or of Xxxxxxx in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Certain Agreements and Transactions Permitted. The Company Corporation has entered into this Agreementthe Stockholders Agreement with GE, and, subject to this the Stockholders Agreement, may from time to time enter into and perform perform, and cause or permit any Affiliated Company of the Corporation to enter into and perform, one or more agreements (including the Intercompany Commercial Agreements) (or modifications or supplements to pre-existing agreements) with Xxxxxxx GE pursuant to which the CompanyCorporation or an Affiliated Company thereof, on the one hand, and XxxxxxxGE, on the other hand, agree to engage in transactions of any kind or nature with each other or and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or and/or employees (including any who are directors, officers or and/or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to section (D) of this Section 4.9Article XIV, and except as otherwise agreed in writing by (including in the Company and XxxxxxxStockholders Agreement), no such agreement, or the performance thereof by the Corporation or any Affiliated Company thereof, or Xxxxxxx GE, shall, to the fullest extent permitted by Applicable Lawlaw, be considered contrary to (i1) any fiduciary duty that Xxxxxxx GE may owe to the Corporation or any Affiliated Company thereof or to any stockholder or other owner of an equity interest in the Corporation or an Affiliated Company thereof by reason of Xxxxxxx GE being a controlling or significant stockholder of the Corporation or of any Affiliated Company thereof or participating in the control of the Corporation or of any Affiliated Company thereof or (ii2) any fiduciary duty owed by any director or and/or officer of the Corporation or any Affiliated Company thereof who is also a director, officer or and/or employee of Xxxxxxx GE to the Corporation or such Affiliated Company, or to any stockholder thereof. Subject to Section 4.9(d)section (D) of this Article XIV, to the fullest extent permitted by Applicable Lawlaw, XxxxxxxGE, as a stockholder of the CompanyCorporation or any Affiliated Company thereof, or as a participant in control of the CompanyCorporation or any Affiliated Company thereof, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or and/or officer of the Company Corporation who is also a director, officer or and/or employee of Xxxxxxx GE shall have or be under any fiduciary duty to the Corporation or any Affiliated Company thereof to refrain from acting on behalf of the Corporation or any Affiliated Company thereof or of Xxxxxxx GE in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Certain Agreements and Transactions Permitted. The Company has entered into this Agreement, and, subject to this Agreement, may from time to time enter into and perform one or more agreements (including the Intercompany Commercial Agreements) (or modifications or supplements to pre-existing agreements) with Xxxxxxx Emerson pursuant to which the Company, on the one hand, and XxxxxxxEmerson, on the other hand, agree to engage in transactions of any kind or nature with each other or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to this Section ‎Section 4.9, and except as otherwise agreed in writing by the Company and XxxxxxxEmerson, no such agreement, or the performance thereof by the Company or Xxxxxxx Emerson shall, to the fullest extent permitted by Applicable Law, be considered contrary to (i) any fiduciary duty that Xxxxxxx Emerson may owe to the Company or to any stockholder or other owner of an equity interest in the Company by reason of Xxxxxxx Emerson being a controlling or significant stockholder of the Company or participating in the control of the Company or (ii) any fiduciary duty owed by any director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson to the Company, or to any stockholder thereof. Subject to Section ‎Section 4.9(d), to the fullest extent permitted by Applicable Law, XxxxxxxEmerson, as a stockholder of the Company, or as a participant in control of the Company, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson shall have or be under any fiduciary duty to the Company to refrain from acting on behalf of the Company or of Xxxxxxx Emerson in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Certain Agreements and Transactions Permitted. The Company has entered into this Agreement, and, subject to this Agreement, may from time to time enter into and perform one or more agreements (including the Intercompany Commercial Agreements) (or modifications or supplements to pre-existing agreements) with Xxxxxxx Emerson pursuant to which the Company, on the one hand, and XxxxxxxEmerson, on the other hand, agree to engage in transactions of any kind or nature with each other or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to this Section 4.9, and except as otherwise agreed in writing by the Company and XxxxxxxEmerson, no such agreement, or the performance thereof by the Company or Xxxxxxx Emerson shall, to the fullest extent permitted by Applicable Law, be considered contrary to (i) any fiduciary duty that Xxxxxxx Emerson may owe to the Company or to any stockholder or other owner of an equity interest in the Company by reason of Xxxxxxx Emerson being a controlling 21 TABLE OF CONTENTS or significant stockholder of the Company or participating in the control of the Company or (ii) any fiduciary duty owed by any director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson to the Company, or to any stockholder thereof. Subject to Section 4.9(d), to the fullest extent permitted by Applicable Law, XxxxxxxEmerson, as a stockholder of the Company, or as a participant in control of the Company, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson shall have or be under any fiduciary duty to the Company to refrain from acting on behalf of the Company or of Xxxxxxx in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.on

Certain Agreements and Transactions Permitted. The Company has entered into this Agreement, and, subject to this Agreement, may from time to time enter into and perform one or more agreements (including the Intercompany Commercial Agreements) (or modifications or supplements to pre-existing agreements) with Xxxxxxx Emerson pursuant to which the Company, on the one hand, and XxxxxxxEmerson, on the other hand, agree to engage in transactions of any kind or nature with each other or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to this Section 4.9, and except as otherwise agreed in writing by the Company and XxxxxxxEmerson, no such agreement, or the performance thereof by the Company or Xxxxxxx Emerson shall, to the fullest extent permitted by Applicable Law, be considered contrary to (i) any fiduciary duty that Xxxxxxx Emerson may owe to the Company or to any stockholder or other owner of an equity interest in the Company by reason of Xxxxxxx Emerson being a controlling or significant stockholder of the Company or participating in the control of the Company or (ii) any fiduciary duty owed by any director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson to the Company, or to any stockholder thereof. Subject to Section 4.9(d), to the fullest extent permitted by Applicable Law, XxxxxxxEmerson, as a stockholder of the Company, or as a participant in control of the Company, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or officer of the Company who is also a director, officer or employee of Xxxxxxx Emerson shall have or be under any fiduciary duty to the Company to refrain from acting on behalf of the Company or of Xxxxxxx Emerson in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.