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. 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.