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 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, Affiliates or holds equityholders will acquire or be entitled to any interest inor participation in any such transaction, any business that competes with any business agreement, arrangement or other matter or opportunity as a result of participation therein by a Business Opportunity Exempt Party. This Section 3.5 shall not apply to, and no interest or expectancy of the Company is renounced with respect to, any opportunity offered to any director of the Parent if such opportunity is expressly offered or any presented to, or acquired or developed by, such Person solely in his or her capacity as a director or officer of its Subsidiariesthe Parent.