Common use of Disclaimer of Corporate Opportunity Doctrine Clause in Contracts

Disclaimer of Corporate Opportunity Doctrine. Each of the parties hereto acknowledges that the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and their respective Affiliates may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Issuer or its Subsidiaries. Nothing in this Agreement shall preclude or in any way restrict the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A or their respective Affiliates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Issuer or any of its Subsidiaries. Except as the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and their respective Affiliates may otherwise agree in writing after the date hereof with respect to itself or its Affiliates (or its or its Affiliates’ employees, officers, directors, partners, members, stockholders, or agents): (i) such Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Issuer or any of its Subsidiaries and (B) do business with any client or customer of the Issuer or any of its Subsidiaries; (ii) no such Person shall be liable to the Issuer or any of its Subsidiaries or stockholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any such Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Issuer or its Subsidiaries on the one hand, and any such Person on the other hand, or any other person, no such Person shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Issuer or any of its Subsidiaries or any of its stockholders and, notwithstanding any provision of this Agreement to the contrary, such Persons shall not be liable to the Issuer or its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any such Person directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Issuer or its Subsidiaries or stockholders.

Disclaimer of Corporate Opportunity Doctrine. Each of the parties hereto acknowledges that the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A Purchaser and their respective its Affiliates may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Issuer Company or its Subsidiaries. Nothing in this Agreement shall preclude or in any way restrict the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A Purchaser or their respective its Affiliates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Issuer Company or any of its Subsidiaries. Except as the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and their respective Purchaser or its Affiliates may otherwise agree in writing after the date hereof with respect to itself or its Affiliates (or its or its Affiliates’ employees, officers, directors, partners, members, stockholders, or agents): (i) such Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Issuer Company or any of its Subsidiaries and (B) do business with any client or customer of the Issuer Company or any of its Subsidiaries; (ii) no such Person shall be liable to the Issuer Company or any of its Subsidiaries or stockholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any such Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Issuer Company or its Subsidiaries on the one hand, and any such Person on the other hand, or any other person, no such Person shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Issuer Company or any of its Subsidiaries or any of its stockholders and, notwithstanding any provision of this Agreement to the contrary, such Persons shall not be liable to the Issuer Company or its Subsidiaries or Shareholders shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any such Person directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Issuer Company or its Subsidiaries or stockholders. Notwithstanding any other provision of this Section 8.07 to the contrary, this Section 8.07 is not intended to, and shall not, relieve any Person who is or becomes a party to the Operating Agreement, as the same may be amended from time to time, or is or becomes an officer or member of the Board of Managers of the Company from the obligations of such Person under the Operating Agreement, as the same may be amended from time to time.