Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. (a) No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group. (b) Each of AT&T, Lucent and NCR is aware that from time to time certain business opportunities may arise which more than one Group may be financially able to undertake, and which are, from their nature, in the line of more than one Group's business and are of practical advantage to more than one Group. In connection therewith, the parties agree that if prior to (but not following) the Distribution Date, any of AT&T, Lucent or NCR acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, none of AT&T, Lucent or NCR shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless (i) such opportunity relates primarily to the AT&T Services Business, the Lucent Business or the NCR Business, in which case the party that acquires knowledge of such opportunity shall use its reasonable best efforts to communicate and offer such opportunity to AT&T, Lucent or NCR, respectively, or (ii) such opportunity relates both to the AT&T Services Business and the Lucent Business but not primarily to either one, in which case such party shall use its reasonable best efforts to communicate and offer such opportunity to Lucent. Notwithstanding the foregoing, no party shall be required to so communicate or offer any such opportunity if it would result in the breach of any contract or agreement or violate any applicable law, rule or regulation of any Governmental Authority, no party shall have any obligation to finance (or provide any other assistance whatsoever) to any other party in connection with any such opportunity. In the event the foregoing clause (i) or (ii) is applicable, no party, other than the party to whom the opportunity must be offered in accordance with such clauses, shall pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless the party to whom the opportunity is required to be offered does not within a reasonable period of time begin to pursue, or does not thereafter continue to pursue, such opportunity diligently and in good faith.

Certain Business Matters. (a) No Except as set forth in this Agreement or any Ancillary Agreement, no member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, Group or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group. (b) Each of AT&T, Lucent Collagen and NCR Technologies is aware that from time to time certain business opportunities may arise which more than one Group may be financially able to undertake, and which are, from their nature, in the line of more than one Group's business and are of practical advantage to more than one Group. In connection therewith, the parties agree that if prior to (but not following) the Distribution Date, any member of AT&T, Lucent either the Collagen Group or NCR the Technologies Group acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, none of AT&T, Lucent or NCR neither Collagen nor Technologies shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless (i) such opportunity relates primarily to the AT&T Services Business, the Lucent Business or the NCR Technologies Business, in which case the party that acquires knowledge of such opportunity shall use its reasonable best efforts to communicate and offer such opportunity to AT&TTechnologies, Lucent or NCR(ii) such opportunity relates primarily to the Collagen Business, respectively, in which case the party that acquires knowledge of such opportunity shall use its reasonable efforts to communicate and offer such opportunity to Collagen or (iiiii) such opportunity relates both to the AT&T Services Collagen Business and the Lucent Technologies Business but not primarily to either one, in which case the party that acquires such party knowledge of opportunity shall use its reasonable best efforts to communicate and offer such opportunity to Lucentthe Collagen Board of Directors and the Collagen Board of Directors shall determine whether such opportunity shall first be offered to Technologies or to Collagen. Notwithstanding the foregoing, no party shall be required to so communicate or offer any such opportunity if it would result in the breach of any contract or agreement or violate any applicable law, rule or regulation of any Governmental Authority, Authority and no party shall have any obligation to finance provide financing (or provide any other assistance whatsoever) to any other party in connection with any such opportunity. In the event the foregoing clause (i) or (ii) is applicable, no party, other than the party to whom the opportunity must be offered in accordance with such clauses, shall pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless the party to whom the opportunity is required to be offered does not within a reasonable period of time begin to pursue, or does not thereafter continue to pursue, such opportunity diligently and in good faith.

Certain Business Matters. (a) No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group. (b) Each of AT&T, Lucent and NCR is aware that from time to time certain business opportunities may arise which more than one Group may be financially able to undertake, and which are, from their nature, in the line of more than one Group's business and are of practical advantage to more than one Group. In connection therewith, the parties agree that if prior to (but not following) the Distribution Date, any of AT&T, Lucent or NCR acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, none of AT&T, Lucent or NCR shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless (i) such opportunity relates primarily to the AT&T Services Business, the Lucent Business or the NCR Business, in which case the party that acquires knowledge of such opportunity shall use its reasonable best efforts to communicate and offer such opportunity to AT&T, Lucent or NCR, respectively, or (ii) such opportunity relates both to the AT&T Services Business and the Lucent Business but not primarily to either one, in which case such party shall use its reasonable best efforts to communicate and offer such opportunity to Lucent. Notwithstanding the foregoing, no party shall be required to so communicate or offer any such opportunity if it would result in the breach of any contract or agreement or violate any applicable law, rule or regulation of any Governmental Authority, no party shall have any obligation to finance (or provide any other assistance whatsoever) to any other party in connection with any such opportunity. In the event the foregoing clause (i) or (ii) is applicable, no party, other than the party to whom the opportunity must be offered in accordance with such clauses, shall pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless the party to whom the opportunity is required to be offered does not within a reasonable period of time begin to pursue, or does not thereafter continue to pursue, such opportunity diligently and in good faith.to

Certain Business Matters. (a) No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any the other Group, (ii) doing business with any potential or actual supplier or customer of any member of any the other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any the other Group. (b) Each of AT&T, Lucent and NCR Agere is aware that from time to time certain business opportunities may arise which more than one Group may be financially able to undertake, and which are, from their nature, in the line of more than one Group's business and are of practical advantage to more than one Group. In connection therewith, the parties agree that if prior to (but not following) the first Distribution Date, any of AT&T, either Lucent or NCR Agere acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, none of AT&T, neither Lucent or NCR nor Agere shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless (i) ; provided that if such opportunity relates primarily to the AT&T Services Business, the Lucent Business or the NCR Agere Business, in which case then the party that acquires knowledge of such opportunity shall use its reasonable best efforts to communicate and offer such opportunity to AT&T, Lucent or NCRAgere, respectively, or (ii) such opportunity relates both to the AT&T Services Business and the Lucent Business but not primarily to either one, in which case such party shall use its reasonable best efforts to communicate and offer such opportunity to Lucentas applicable. Notwithstanding the foregoing, no party shall be required to so communicate or offer any such opportunity if it would result in the breach of any contract or agreement or violate any applicable law, rule or regulation of any Governmental Authority, no party shall have any obligation to finance (or provide any other assistance whatsoever) to any other party in connection with any such opportunity. In the event the foregoing clause (i) or (ii) proviso is applicable, no party, other than the party to whom the opportunity must be offered in accordance with such clauses, shall pursue or acquire such opportunity for itself, or direct such opportunity to any other Person, unless the party to whom the opportunity is required to be offered does not within a reasonable period of time begin to pursue, or does not thereafter continue to pursue, such opportunity diligently and in good faith.