Common use of Crimson Member Activities Clause in Contracts

Crimson Member Activities. The Company and the Members recognize that Xxxx X. Xxxxx and his Affiliates own and will own substantial equity interests in those companies listed on Exhibit B that participate in the energy industry (“Xxxxx Companies”) and have entered and will enter into management services agreements with such Xxxxx Companies. The Company and the Members acknowledge and agree that: (i) Xxxx X. Xxxxx and his Affiliates (A) shall not be prohibited or otherwise restricted by their relationship with the Company and its Subsidiaries from engaging in the business of operating or investing in such Xxxxx Companies, entering into agreements to provide services to such companies or acting as directors or advisors to, or other principals of, such Xxxxx Companies, and (B) shall not have any obligation to offer the Company or its Subsidiaries any Designated Business Opportunity; provided, however, that in no event may any of the Xxxxx Companies acquire a new business or expand its existing business to the extent such new or expanded business competes, directly or indirectly, with the business operated by the Company and its Subsidiaries and; provided, further, that, for the avoidance of doubt, nothing in this Agreement shall restrict the Xxxxx Companies’ right to acquire, invest in, or otherwise pursue any Designated Business Opportunity; and (ii) the Company and the Members hereby renounce any interest or expectancy in any Xxxxx Companies or any Designated Business Opportunity pursued by Xxxx X. Xxxxx and his Affiliates, and waive any claim that any such Designated Business Opportunity constitutes a corporate, partnership or other business opportunity of the Company or any of its Subsidiaries. For the avoidance of doubt, nothing in this Section 5.4(b) shall be deemed to approve, on behalf of the Company or any of its Subsidiaries, any contract or agreement between the Company or any of its Subsidiaries on the one hand and any of the Xxxxx Companies on the other hand.

Crimson Member Activities. The Company and the Members recognize that Xxxx X. Xxxxx and his Affiliates own and will own substantial equity interests in those companies listed on Exhibit B that participate in the energy industry (“Xxxxx 39 Companies”) and have entered and will enter into management services agreements with such Xxxxx Companies. The Company and the Members acknowledge and agree that: (i) Xxxx X. Xxxxx and his Affiliates (A) shall not be prohibited or otherwise restricted by their relationship with the Company and its Subsidiaries from engaging in the business of operating or investing in such Xxxxx Companies, entering into agreements to provide services to such companies or acting as directors or advisors to, or other principals of, such Xxxxx Companies, and (B) shall not have any obligation to offer the Company or its Subsidiaries any Designated Business Opportunity; provided, however, that in no event may any of the Xxxxx Companies acquire a new business or expand its existing business to the extent such new or expanded business competes, directly or indirectly, with the business operated by the Company and its Subsidiaries and; provided, further, that, for the avoidance of doubt, nothing in this Agreement shall restrict the Xxxxx Companies’ right to acquire, invest in, or otherwise pursue any Designated Business Opportunity; and (ii) the Company and the Members hereby renounce any interest or expectancy in any Xxxxx Companies or any Designated Business Opportunity pursued by Xxxx X. Xxxxx and his Affiliates, and waive any claim that any such Designated Business Opportunity constitutes a corporate, partnership or other business opportunity of the Company or any of its Subsidiaries. For the avoidance of doubt, nothing in this Section 5.4(b) shall be deemed to approve, on behalf of the Company or any of its Subsidiaries, any contract or agreement between the Company or any of its Subsidiaries on the one hand and any of the Xxxxx Companies on the other hand.