Common use of Corporate Opportunity Waiver Clause in Contracts

Corporate Opportunity Waiver. To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) and subject to applicable legal requirements and any express agreement that may from time to time be in effect, the Company agrees that the Covered Persons may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such Person’s participation in any such business or investment. In the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or any of its Subsidiaries or controlled Affiliates, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or any of its Subsidiaries or controlled Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.8, in which case any such advanced expenses shall be promptly reimbursed to the Company.

Corporate Opportunity Waiver. To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) DGCL and subject to applicable legal requirements and any express agreement that may from time to time be in effecteffect after the date hereof, the Company agrees that the Covered Persons may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any personPerson, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company or its Subsidiaries may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law Applicable Law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business, business opportunity, transaction, investment or investments other matter (each, a “Business Opportunity”) of any Covered Person as currently conducted or as may be conducted in the futurefuture (or in which a Covered Person engages or seeks to engage), and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty or otherwise solely by reason of such Person’s participation in in, or failure to offer or communicate to the Company, its Subsidiaries or any controlled Affiliates any information regarding, any such business or investmentBusiness Opportunity. In the event that a Covered Person acquires knowledge of a potential transaction or matter Business Opportunity which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or any of its Subsidiaries or controlled Affiliates, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or any of its Subsidiaries or controlled Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law Applicable Law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter Business Opportunity of which the Covered Person acquires knowledgeknowledge (or engages in or seeks to engage or with respect to which takes any of the actions specified in clause (A) or (B) below), except for any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit or, if applicable, officer of the Company, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders (or any Subsidiary or controlled Affiliate) for breach of any fiduciary duty or otherwise solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity or offer such corporate opportunity to the Company; provided, however, in each such case, that its Subsidiaries or any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company shall belong to the Companycontrolled Affiliate. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.82.4, in which case any such advanced expenses shall be promptly reimbursed to the Company.

Corporate Opportunity Waiver. To Each Stockholder acknowledges and agrees that: (a) the fullest extent permitted by the Delaware General Corporation Law Sponsors and their respective Affiliates, investment funds and vehicles, equityholders, directors, officers, controlling persons, partners, managers, members and employees (collectively, the “DGCLSponsor Group”) and subject to applicable legal requirements and any express agreement that may from time to time be in effect, the Company agrees that the Covered Persons may, and shall have no duty not to, ) (i) invest in, carry on and conduct, whether directly, have investments or as a partner other business relationships with entities engaged in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any other businesses (including those which may compete with the business of any kind, nature the Company and its subsidiaries or description, whether or not such business is competitive with or areas in which the Company and its subsidiaries may in the same or similar lines of business as future engage in businesses) and in related businesses other than through the Company or any of and its Subsidiariessubsidiaries (each, a “Sponsor Business”), (ii) do business may develop a strategic relationship with businesses that are or may be competitive with the Company and its subsidiaries and (iii) will not be prohibited by virtue of its investment in the Company and its subsidiaries, or its service on the Board or any clientboard of directors, customer, vendor board of managers or lessor similar governing body of any subsidiary of the Company, or right to appoint any person to serve on the Board or any other such board or similar governing body, from pursuing and engaging in any such activities; (b) neither the Company or its Affiliates, and/or subsidiaries nor any other Stockholder shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; and (iiic) make investments in any kind of property in which the Company may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its Affiliates. To the fullest extent permitted by Section 122(17) member of the DGCL Sponsor Group shall have any duty (fiduciary, contractual or otherwise) or otherwise be obligated to present any other applicable law in the event that the applicable entity is not incorporated, formed particular investment or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable opportunity to the Company or its stockholders for breach subsidiaries even if such opportunity is of any fiduciary duty solely a character which, if presented to the Company or its subsidiaries, could be undertaken by reason the Company or its subsidiaries, and each member of such Person’s participation in the Sponsor Group shall have the right to undertake any such business or investment. In the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both itself for its own account or on behalf of another or to recommend any such opportunity to other Persons; provided, that none of the foregoing clauses (xa) the Covered through (c) shall apply to any Person and (y) who is a full-time employee of the Company or any of its Subsidiaries or controlled Affiliates, the Covered Person shall not have otherwise limit or amend any duty obligations under any agreement to offer or communicate information regarding such corporate opportunity to the Company which a Stockholder or any of its Subsidiaries or controlled AffiliatesAffiliates is a party. To Each of the Company, on behalf of itself and its subsidiaries, and each Stockholder hereby waives, to the fullest extent permitted by Section 122(17) of the DGCL or applicable law, any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself claims and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating rights that such offer is being provided to such Covered Person solely person may otherwise have in his or her capacity as a director of connection with the Company and such corporate opportunity is intended solely for the benefit of the Company, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided matters described in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.8, in which case any such advanced expenses shall be promptly reimbursed to the Company17.

Corporate Opportunity Waiver. To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) and subject to applicable legal requirements and any express agreement that may from time to time be in effect, the Company agrees that the Covered Persons may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such Person’s participation in any such business or investment. In the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or any of its Subsidiaries or controlled Affiliates, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or any of its Subsidiaries or controlled Affiliates. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable non‑appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.8, in which case any such advanced expenses shall be promptly reimbursed to the Company.

Corporate Opportunity Waiver. To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”a) Subject to Sections 8(c) and subject to applicable legal requirements (d) hereof, and any express agreement that contractual obligations by which the Consultant or Payson may be bound from time to time be in effecttime, neither the Company agrees that the Covered Persons may, and Consultant nor Payson shall have no any duty not toto refrain from engaging, (i) invest indirectly or indirectly, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar business activities or lines of business as the Company or any of its Subsidiariesthe Company’s affiliates, (ii) do including those business activities or lines of business deemed to be competing with any client, customer, vendor the Company or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its AffiliatesCompany’s affiliates. To the fullest extent permitted by Section 122(17) of law neither the DGCL or any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may Consultant nor Payson shall be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders, or to any affiliate of the Company or such affiliate’s stockholders or members, for breach of any fiduciary duty duty, solely by reason of any such Personactivities of the Consultant or Payson. (b) To the fullest extent permitted by law, but subject to any contractual obligations by which the Consultant or Payson may be bound from time to time, neither the Consultant nor Payson shall have any duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s participation affiliates, and without limiting Sections 8(c) and (d) hereof, neither the Consultant nor Payson shall be deemed to have breached its or his fiduciary duties, if any, to the Company or its members or to any affiliate of the Company or such affiliate’s stockholders or members solely by reason of engaging in any such business activity. (c) Subject to any contractual provisions by which the Consultant or investment. In Payson may be bound from time to time, unless a potential transaction or other matter was expressly offered to Payson (i) in the course of performing the Services or (ii) in his capacity as a director of the Company (or any of its affiliates), in the event that a Covered Person the Consultant or Payson acquires knowledge of a potential transaction or other matter which may constitute be a corporate opportunity for both the Consultant or Payson, on the one hand, and the Company (x) or any of its affiliates), on the Covered Person and (y) other hand, neither the Consultant nor Payson shall have any duty to communicate or offer such corporate opportunity to the Company or any of its Subsidiaries affiliates, and to the fullest extent permitted by law, neither the Consultant nor Payson shall be liable to the Company or controlled Affiliatesits members, or any affiliate of the Covered Person shall Company or such affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise, solely by reason of the fact that the Consultant or Payson acquires, pursues or obtains such corporate opportunity for himself, directs such corporate opportunity to another person, or otherwise does not have any duty to offer or communicate information regarding such corporate opportunity to the Company or any of its Subsidiaries or controlled Affiliates. To affiliates, and the Company (on behalf of itself and its affiliates and their respective members, stockholders and affiliates) to the fullest extent permitted by law hereby waives and renounces any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Company or any of its affiliates in accordance with Section 122(17) of the DGCL GCL. (d) Subject to any contractual provisions by which the Consultant or any other applicable law Payson may be bound from time to time, in the event that the applicable entity Consultant or Payson is not incorporated, formed offered or organized as acquires knowledge of a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any may be a corporate opportunity for both the Company, on the one hand, and the Consultant or Payson, on the other hand (a “Mutual Corporate Opportunity”), the Consultant and Payson shall, to the fullest extent permitted by law, be deemed to have fully satisfied and fulfilled its and his fiduciary duty with respect to the Mutual Corporate Opportunity, and the Company (on behalf of itself and its members and its affiliates and their respective stockholders or members), to the fullest extent permitted by law, hereby waives and renounces any claim that such Mutual Corporate Opportunity constitutes a corporate opportunity that should be presented to the Company (or any of its affiliates) and agrees that such Mutual Corporate Opportunity may be pursued and taken advantage of by the Consultant or Payson, as applicable, if the Consultant or Payson, as applicable, acts in a manner consistent with the following policy: a Mutual Corporate Opportunity offered to the Consultant or Payson, at any time during which Payson is (i) performing any Services, or (ii) serving as a director of the Company (or its affiliates) shall belong to the Consultant or Payson, as applicable, unless such Mutual Corporate Opportunity was expressly offered to a Covered Person Payson, or Payson acquired such knowledge, (A) in writing stating that such offer is being provided to such Covered Person solely the course of performing the Services or (B) in his or her capacity as a director of the Company or any of its affiliates, in which case such opportunity shall not be pursued by the Consultant or Payson, unless such Mutual Corporate Opportunity is presented to the Board of Directors of the Company (or the board of directors of any of its affiliates, as applicable), and the Company or such affiliate declines to pursue such Mutual Corporate Opportunity. For purposes of this Section 8(d), the term “corporate opportunity opportunity” shall include, but not be limited to, investment or business opportunities or activities, potential transactions or matters which the Company is intended solely for financially able to undertake, which are, from their nature, in the benefit line of the Company’s business, are of practical advantage to it and are opportunities in which the Company has an interest or a reasonable expectancy, and waives any claim against each Covered Person in which, by embracing the opportunities, the self-interest of the Consultant will be brought into conflict with that of the Company. (e) Notwithstanding the foregoing, the Consultant acknowledges and shall indemnify agrees that if it engages, or proposes to engage (whether directly or through one or more affiliates), in a Covered Person against any claimbusiness activity that: (i) is or could reasonably be expected to become competitive with the business of the Company; or (ii) would pose a conflict with or, that such Covered Person is liable but for the terms of Sections 8(a)-(d) hereof, constitute a breach of the performance of the Consultant’s duties to the Company or its stockholders for breach Evolent under the Third Amended and Restated Certificate of any fiduciary duty solely by reason Incorporation (the “Charter”) of Holdings, the fact that such Covered Person Second Amended and Restated Operating Agreement (Athe “Operating Agreement”) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for and/or hereunder; then the benefit Consultant shall promptly provide written notice to the Chairman of the Board of Directors of the Company shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided business activity. Notwithstanding the foregoing, in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached no event shall this Section 4.8, in which case 8(e) require the Consultant or Payson to violate any such advanced expenses shall be promptly reimbursed confidentiality obligation to the Companyany third party.

Corporate Opportunity Waiver. To Each Stockholder acknowledges and agrees that: (a) the fullest extent permitted by the Delaware General Corporation Law Sponsors and their respective Affiliates, investment funds and vehicles, equityholders, directors, director designees (and such designees’ employers, investment firms or other enterprises), officers, controlling persons, partners, managers, members and employees (collectively, the “DGCLSponsor Group”) and subject to applicable legal requirements and any express agreement that may from time to time be in effect, the Company agrees that the Covered Persons may, and shall have no duty not to, ) (i) invest in, carry on and conduct, whether directly, have investments or as a partner other business relationships with entities engaged in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any other businesses (including those which may compete with the business of any kind, nature the Company and its subsidiaries or description, whether or not such business is competitive with or areas in which the Company and its subsidiaries may in the same or similar lines of business as future engage in businesses) and in related businesses other than through the Company or any of and its Subsidiariessubsidiaries (each, a “Sponsor Business”), (ii) do business may develop a strategic relationship with businesses that are or may be competitive with the Company and its subsidiaries and (iii) will not be prohibited by virtue of its investment in the Company and its subsidiaries, or its service on the Board or any clientboard of directors, customer, vendor board of managers or lessor similar governing body of any subsidiary of the Company, or right to appoint any person to serve on the Board or any other such board or similar governing body, from pursuing and engaging in any such activities; (b) neither the Company or its Affiliates, and/or subsidiaries nor any other Stockholder shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; and (iiic) make investments in any kind of property in which the Company may make investments; provided, however, that no Covered Person may invest or make investments in any business on the basis of confidential information it has received from the Company or its Affiliates. To the fullest extent permitted by Section 122(17) member of the DGCL Sponsor Group shall have any duty (fiduciary, contractual or otherwise) or otherwise be obligated to present any other applicable law in the event that the applicable entity is not incorporated, formed particular investment or organized as a corporation in the State of Delaware, the Company (for itself and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable opportunity to the Company or its stockholders for breach subsidiaries even if such opportunity is of any fiduciary duty solely a character which, if presented to the Company or its subsidiaries, could be undertaken by reason the Company or its subsidiaries, and each member of such Person’s participation in the Sponsor Group shall have the right to undertake any such business or investment. In the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both itself for its own account or on behalf of another or to recommend any such opportunity to other Persons; provided, that none of the foregoing clauses (xa) the Covered through (c) shall apply to any Person and (y) who is a full-time employee of the Company or any of its Subsidiaries or controlled Affiliates, the Covered Person shall not have otherwise limit or amend any duty obligations under any agreement to offer or communicate information regarding such corporate opportunity to the Company which a Stockholder or any of its Subsidiaries or controlled AffiliatesAffiliates is a party. To Each of the Company, on behalf of itself and its subsidiaries, and each Stockholder hereby waives, to the fullest extent permitted by Section 122(17) of the DGCL or applicable law, any other applicable law in the event that the applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company (for itself claims and on behalf of each of its Subsidiaries and controlled Affiliates) hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating rights that such offer is being provided to such Covered Person solely person may otherwise have in his or her capacity as a director of connection with the Company and such corporate opportunity is intended solely for the benefit of the Company, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is being provided to such Covered Person solely in his or her capacity as a director of the Company and such corporate opportunity is intended solely for the benefit of the Company shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided matters described in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.8, in which case any such advanced expenses shall be promptly reimbursed to the Company10.