Common use of Competitive Opportunities Clause in Contracts

Competitive Opportunities. The Company and each of the Stockholders agrees and acknowledges that each of the CIG Media Parties, the NBCU Parties and any of their respective Affiliates, directors, officers or employees may at any time possess or acquire knowledge of a potential transaction or matter which may be a Competitive Opportunity and may exploit a Competitive Opportunity or engage in, or hold interests in, one or more businesses that may compete with a business of the Company or any of its Subsidiaries. The Company and each of the Stockholders agree and acknowledge that neither the Company nor any of its Subsidiaries shall have an interest in, or expectation that, such Competitive Opportunity be offered to it, any such interest or expectation being hereby renounced so that each of the CIG Media Parties, the NBCU Parties, and their respective Affiliates, directors, officers and employees (i) shall have no duty to communicate or present such Competitive Opportunity to the Company or any of its Subsidiaries, (ii) shall have the right to hold any such Competitive Opportunity for its own account, or to recommend, assign or otherwise transfer such Competitive Opportunity to Persons other than the Company and its Subsidiaries and (iii) shall not be liable to the Company or any of its Subsidiaries or their respective stockholders by reason of the fact that it pursues or acquires such Competitive Opportunity for itself, directs or Sells such Competitive Opportunity to another Person, does not communicate information regarding such Competitive Opportunity to the Company or any of its Subsidiaries, engages in, or holds any interest in, any business that competes with any business of the Company or any of its Subsidiaries.

Competitive Opportunities. The Company and each of (a) To the Stockholders agrees and acknowledges that each of the CIG Media Partiesfullest extent permitted by applicable Law, the NBCU Parties and doctrine of corporate opportunity, or any analogous doctrine, shall not apply to (a) any Member, (b) any of their respective AffiliatesAffiliates (including their respective investors and equityholders, and any associated Persons or investment funds or any of their respective portfolio companies or investments), or (c) any of the respective officers, managers, directors, officers or employees may at agents, shareholders, members, and partners of any time possess or acquire knowledge of a potential transaction or matter which may be a Competitive Opportunity and may exploit a Competitive Opportunity or engage in, or hold interests in, one or more businesses that may compete with a business of the Company or foregoing, including any such Person acting as a director of its Subsidiariesthe Parent at the request of such Member (each, a “Business Opportunities Exempt Party”). The Company and each of the Stockholders agree Members, on its own behalf and acknowledge that neither on behalf of their respective Affiliates and equityholders, hereby renounces any interest or expectancy of the Company nor any of its Subsidiaries shall have an interest in, or expectation thatin being offered an opportunity to participate in, such Competitive business opportunities that are from time to time presented to any Business Opportunities Exempt Party and irrevocably waives any right to require any Business Opportunity Exempt Party to act in a manner inconsistent with the provisions of this Section 3.5. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be offered to itan opportunity for the Parent, any such interest or expectation being hereby renounced so that each of the CIG Media Parties, the NBCU Parties, and their respective Affiliates, directors, officers and employees (i) shall have no duty to communicate or present such Competitive Opportunity to the Company or any of its their respective Subsidiaries, (ii) Affiliates or equityholders shall have the right any duty to hold any communicate or offer such Competitive Opportunity for its own account, or opportunity to recommend, assign or otherwise transfer such Competitive Opportunity to Persons other than the Company and its Subsidiaries and (iii) shall not be liable to none of the Parent, the Company or any of its Subsidiaries or their respective stockholders Subsidiaries, Affiliates or equityholders will acquire or be entitled to any interest or participation in any such transaction, agreement, arrangement or other matter or opportunity as a result of participation therein by reason a Business Opportunity Exempt Party. This Section 3.5 shall not apply to, and no interest or expectancy of the fact that it pursues Company is renounced with respect to, any opportunity offered to any director of the Parent if such opportunity is expressly offered or acquires presented to, or acquired or developed by, such Competitive Opportunity Person solely in his or her capacity as a director or officer of the Parent. (b) In furtherance of the foregoing, to the fullest extent permitted by applicable Law, neither the Investor Members nor any of their respective Affiliates (or partner, officer, employee, investor, or other representative of any of the foregoing Persons) shall be liable to the Parent, the Company or any other Person for itselfany claim arising out of, directs or Sells such Competitive Opportunity to another Personbased upon, does not communicate information regarding such Competitive Opportunity to (i) the investment by the Investor Members or any of their respective Affiliates (or partner, officer, employee, investor, or other representative of any of the foregoing Persons) in any entity competitive with the Parent, the Company or any of its their respective Subsidiaries, engages inor (ii) actions taken by any partner, officer, employee or holds other representative of the Investor Members or any interest inof their respective Affiliates to assist any such competitive company, any business that competes with any business whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Parent, the Company or any of its Subsidiaries. (c) No amendment or repeal of this Section 3.4 shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party or any Person described in Section 3.4 for or with respect to any opportunities of which any such Person becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 3.5. Neither the amendment or repeal of this Section 3.5, nor the adoption of any provision of this LLC Agreement inconsistent with this Section 3.5, shall eliminate or reduce the effect of this Section 3.5 in respect of any business opportunity first identified or any other matter occurring, or any cause of action that, but for this Section 3.5, would accrue or arise, prior to such amendment, repeal or adoption. No action or inaction taken by any Business Opportunities Exempt Party or any Person described in Section 3.5(b) in a manner consistent with this Section 3.5 shall be deemed to be a violation of any fiduciary or other duty owed to any Person.