Common use of Competitive Opportunity Clause in Contracts

Competitive Opportunity. Subject to the last sentence of this Section 6.6, nothing in this Agreement shall restrict or prohibit any of (i) the Partners that are not Management Limited Partners or (ii) any Non-Employee Directors or (iii) any of their respective Affiliates from having business interests and engaging in business activities in addition to those relating to the Partnership, including, without limitation, business interests and activities in direct competition with the Partnership or any of its Subsidiaries. None of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any single Partner or any of such single Partner’s Affiliates. None of the General Partner, as such, the Partners that are not Management Limited Partners and the Non-Employee Directors and none of their respective Affiliates shall be obligated to refer investment opportunities to the Partnership, and none of them shall be restricted in any investments it may make, regardless of whether such investment opportunity or investment may be deemed to be a business venture or prospective business venture in which the Partnership could have an interest or expectancy, (a “Competitive Opportunity”). Each of the General Partner, as such, the Partners that are not Management Limited Partners, the Non-Employee Directors and their respective Affiliates shall have the right to take any investment opportunity for its own account (as a Partner or fiduciary), and to recommend, assign or otherwise transfer any investment opportunity to, or deal in any investment opportunity with, any other Person, regardless of whether such investment opportunity may be deemed to be a “Competitive Opportunity”. None of the General Partner, as such, the Partners that are not Management Limited Partners and none of their respective Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth in this Agreement. Nothing in this Section 6.6 shall eliminate, limit or change the fiduciary duties of the General Partner under applicable law.

Competitive Opportunity. Subject to the last sentence of this Section 6.6, nothing in this Agreement shall restrict or prohibit any of (i) any of the Partners that are not Management Limited Partners or Partners, (ii) any Non-Employee Directors or (iii) any of their respective Affiliates Affiliate of a Person described in clause (i) or (ii), from having business interests and engaging in business activities in addition to those relating to the Partnership, including, without limitation, including business interests and activities in direct competition with the Partnership or any of its Subsidiaries. None of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any single Partner or any of such single Partner’s Affiliates. None of the General Partner, as such, the Partners that are not Management Limited Partners and the Non-Employee Directors and none of their respective Affiliates shall be obligated to refer investment opportunities to the Partnership, and none of them shall be restricted in any investments it may make, regardless of whether such investment opportunity or investment may be deemed to be a business venture or prospective business venture in which the Partnership could have an interest or expectancy, (a “Competitive Opportunity”). Each of the General Partner, as such, the Partners that are not Management Limited Partners, the Non-Employee Directors and their respective Affiliates shall have the right to take any investment opportunity for its own account (as a Partner or fiduciary), and to recommend, assign or otherwise transfer any investment opportunity to, or deal in any investment opportunity with, any other Person, regardless of whether such investment opportunity may be deemed to be a “Competitive Opportunity”. None of the General Partner, as such, the Partners that are not Management Limited Partners and none of their respective Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth in this Agreement. Nothing in this Section 6.6 shall eliminate, limit or change the fiduciary duties of the General Partner under applicable law.

Competitive Opportunity. Subject to the last sentence of this Section 6.6, nothing in this Agreement Third Amendment shall restrict or prohibit any of (i) the Partners that are not Management Limited Partners or (ii) any Non-Employee Directors or (iii) any of their respective Affiliates from having business interests and engaging in business activities in addition to those relating to the Partnership, including, without limitation, business interests and activities in direct competition with the Partnership or any of its Subsidiaries. None of the other Partners shall have any rights by virtue of this Agreement Third Amendment in any business ventures of any single Partner or any of such single Partner’s Affiliates. None of the General Partner, as such, the Partners that are not Management Limited Partners and the Non-Employee Directors and none of their respective Affiliates shall be obligated to refer investment opportunities to the Partnership, and none of them shall be restricted in any investments it may make, regardless of whether such investment opportunity or investment may be deemed to be a business venture or prospective business venture in which the Partnership could have an interest or expectancy, (a “Competitive Opportunity”). Each of the General Partner, as such, the Partners that are not Management Limited Partners, the Non-Employee Directors Partners and their respective Affiliates shall have the right to take any investment opportunity for its own account (as a Partner or fiduciary), and to recommend, assign or otherwise transfer any investment opportunity to, or deal in any investment opportunity with, any other Person, regardless of whether such investment opportunity may be deemed to be a “Competitive Opportunity”. None of the General Partner, as such, the Partners that are not Management Limited Partners and none of their respective Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth in this AgreementThird Amendment. Nothing in this Section 6.6 shall eliminate, limit or change the fiduciary duties of the General Partner under applicable law.

Competitive Opportunity. Subject to 6.5.1 None of the last sentence of this Section 6.6, nothing in this Agreement shall restrict or prohibit any of (i) the Partners that are not Management Limited Partners or (ii) any Non-Employee Directors or (iii) nor any of their respective Affiliates from having or Affiliated Funds shall have any business interests and engaging or engage in business activities in addition to those relating to the Partnership, including, without limitation, business interests and activities in direct competition with the Partnership or any of its Subsidiaries. None ; provided, however, that the foregoing shall not apply to (i) the General Partner, or any of the other Consonance Limited Partners, Ampersand LPs or any of their respective Affiliates or Affiliated Funds, and (ii) the ownership by any such Limited Partner of less than five percent (5%) of any class of securities of any Person traded on a national or international securities exchange. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in any business ventures of the General Partner, any single Partner of the Limited Partners or any of such single Partner’s Affiliatestheir respective Affiliates or Affiliated Funds, as the case may be. None of Neither the General Partner, as such, nor any of the Partners that are not Management Consonance Limited Partners and or the Non-Employee Directors and none Ampersand LPs nor any of their respective Affiliates or Affiliated Funds shall be obligated to refer investment opportunities to the Partnership, and none of them shall be restricted in any investments it may make, regardless of whether such investment opportunity or investment may be deemed to be a business venture or prospective business venture in which the Partnership could have an interest or expectancy, expectancy (a “Competitive Opportunity”). Each None of the Limited Partners shall have the right to take any investment opportunity for its own account (as a Partner or fiduciary), or to recommend, assign or otherwise transfer any investment opportunity to, or deal in any investment opportunity with, any other Person, except the General Partner, as such, the Partners that are not Management Consonance Limited Partners, the Non-Employee Directors Ampersand LPs and their respective Affiliates and Affiliated Funds shall each have the right to take any investment opportunity for its own account (as a Partner or fiduciary), and to recommend, assign or otherwise transfer any investment opportunity to, or deal in any investment opportunity with, any other Person, regardless of whether such investment opportunity may be deemed to be a “Competitive Opportunity”. None of Neither the General Partner, as such, nor the Partners that are not Management Consonance Limited Partners and none or the Ampersand LPs nor any of their respective Affiliates or Affiliated Funds shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth in this Agreement. Nothing in this Section 6.6 6.5.1 shall eliminatepermit or authorize any investment, limit business interest or change activity on the fiduciary duties part of any Non-Consonance Limited Partner that is prohibited or limited by any other agreement between such Non-Consonance Limited Partner and the General Partner under applicable lawPartnership or any of its Affiliates.