Common use of Duties of Directors and Officers of the Company Clause in Contracts

Duties of Directors and Officers of the Company. In the event that a director or officer of the Company who is also a director, officer or employee of any Tengelmann or its Affiliates acquires knowledge of a potential transaction or matter which may be an opportunity for the Company or any Affiliate thereof or, any Tengelmann or its Affiliates, such director or officer shall to the fullest extent permitted by Law have fully satisfied and fulfilled his or her duty with respect to such opportunity, and the Company to the fullest extent permitted by Law acknowledges that it does not have any claim that such business opportunity constituted an opportunity that should have been presented to the Company or any Affiliate thereof, if such director or officer acts in a manner consistent with the following policy: such an opportunity offered to any person who is an officer or director of the Company, and who is also an officer, director or employee of any of Tengelmann or its Affiliates, shall belong to Tengelmann or its Affiliates, unless such opportunity was offered to such person in his or her capacity as a director, officer or employee of the Company.

Duties of Directors and Officers of the Company. In the event that a director or officer of the Company who is also a director, officer or employee of any Tengelmann Stockholder or its Affiliates acquires knowledge of a potential transaction or matter which may be an opportunity for the Company or any Affiliate thereof or, any Tengelmann Stockholder or its Affiliates, such director or officer shall shall, to the fullest extent permitted by Law have fully satisfied and fulfilled his or her duty with respect to such opportunity, and the Company to the fullest extent permitted by Law acknowledges that it does not have any claim that such business opportunity constituted an opportunity that should have been presented to the Company or any Affiliate thereof, if such director or officer acts in a manner consistent with the following policy: such an opportunity offered to any person who is an officer or director of the Company, and who is also an officer, director or employee of any of Tengelmann Stockholder or its Affiliates, shall belong to Tengelmann the Stockholder or its Affiliates, unless such opportunity was offered to such person in his or her capacity as a director, officer or employee of the Company.