Common use of Freedom of Action Clause in Contracts

Freedom of Action. Each Participant and such Participant’s Affiliates, and their respective Representatives (individually, “Permitted Person” and collectively, the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for its own account, or in partnership with, or as a Representative of, any other Person. No Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company. Neither the Company nor any Participant nor any Affiliate thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Participant (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwise) by reason of the fact that the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, agreement or arrangement between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor.

Freedom of Action. Each Participant and such Participant’s Affiliates, and their respective Representatives (individually, “Permitted Person” and collectively, the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for its own account, or in partnership with, or as a Representative of, any other Person. No Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company. Neither the Company nor any Participant nor any Affiliate thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Participant (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwise) by reason of the fact that the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, agreement or arrangement between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor.Processor.‌

Freedom of Action. Each Participant and such Participant’s Affiliates, and their respective Representatives (individually, “Permitted Person” and collectively, the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for its own account, or in partnership with, or as a Representative of, any other Person. No Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company. Neither the Company nor any Participant nor any Affiliate thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the the‌ opportunity is one that the Company might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Participant (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwise) by reason of the fact that the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, agreement or arrangement between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor.

Freedom of Action. (a) Each Participant Member and such Participant’s Affiliates, its respective Affiliates and their respective Representatives Related Parties (individually, “Permitted Person” and collectively, the “"Permitted Persons”") may have other business interests and may engage in any other business or trade, professionprofession or employment whatsoever, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for on its own account, or in partnership with, or as a Representative ofan employee, officer, director or stockholder of any other Person. No , and no Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its or his entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company. Without limiting the generality of the foregoing, (i) may engage in the same or similar activities or lines of business as the Company or develop or market any products or services that compete, directly or indirectly, with those of the Company, (ii) may invest or own any interest publicly or privately in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company and (iii) do business with any client or customer of the Company. Neither the Company nor any Participant other Member nor any Affiliate thereof, thereof by virtue of this Agreement, Agreement shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship its or his connection with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably be deemed to have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, so and no Permitted Person shall be liable to the Company or any Participant Member (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law duty, as a member or otherwise), by reason of the fact that the a Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and . (b) Notwithstanding the Companyforegoing, to during the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwise) by reason initial term of the fact that Marketing & Services Agreement, Xxx.xxx agrees not to take any action prohibited by Section 7(a) of the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, agreement or arrangement between any Participant (other than solely in its capacity as a Participant) Marketing and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan ProcessorServices Agreement.

Freedom of Action. Each Participant Member and such Participant’s Affiliates, Director and each of their respective Affiliates and their respective Representatives employees, officers, directors, stockholders, members, managers, trustees, general and limited partners, agents and representatives) (individually, “Permitted Person” and collectively, the “Permitted Persons”) may have other business interests and may engage in any other business or trade, professionprofession or employment whatsoever, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for on its own account, or in partnership with, or as a Representative ofemployees, officers, directors, stockholders, members, managers, trustees, general or limited partners, agents or representatives of any other Person. No , and no Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company (subject in each case to (A) the terms of any other agreement between such Permitted Person and the Company and/or the Board of Directors, and (B) fiduciary or other duties to which such Permitted Person may be subject in another capacity). Without limiting the generality of (but subject to the limitations set forth in clauses (A) and (B) of) the foregoing, each Permitted Person (i) may engage in similar activities or lines of business as the Company or develop or market any products or services that compete, directly or indirectly, with those of the Company, (ii) may invest or own any interest publicly or privately in, or develop a business relationship with, any Person engaged in similar activities or lines of business as, or otherwise in competition with, the Company and (iii) do business with any client or customer of the Company. Neither the Company nor any Participant Member or Director, nor any of any Affiliate thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship its connection with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably be deemed to have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Participant Member or Director (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), as a Member or Director or otherwise, by reason of the fact that the a Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and the Company, Company (subject in each case to the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwiseA) by reason of the fact that the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, other agreement or arrangement between any Participant (other than solely in its capacity as a Participant) such Permitted Person and the Company such as a contract between such Participant and/or the Board of Directors, and the Company pursuant (B) fiduciary or other duties to which such Participant serves as the Plan ProcessorPermitted Person may be subject in another capacity).

Freedom of Action. Each Participant and such Participant’s Affiliates, and their respective Representatives (individually, “Permitted Person” and collectively, the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment, or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the Company’s business or activities), for its own account, or in partnership with, or as a Representative of, any other Person. No Permitted Person (other than, if a Participant is then serving as the Plan Processor, any Officer then employed by the Plan Processor) shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company. Neither the Company nor any Participant nor any Affiliate thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of such Permitted Person’s relationship with the Company. No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company, even if the opportunity is one that the Company might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Participant (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company. Each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Permitted Person for breach of any fiduciary duty or other duty (contractual or otherwise) by reason of the fact that the Permitted Person pursues or acquires any opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company. This Section 4.9 shall have no effect on the terms of any relationship, agreement or arrangement between any Participant (other than than‌ solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor.