Common use of Freedom of Action Clause in Contracts

Freedom of Action. (a) Nothing in this Section 4.4 will impair the Company’s ability to enter into contractual arrangements with a shareholder of the Company which restrict the shareholder from engaging in activities otherwise allowed by this Section and the following provisions shall be subject to the terms of any such contractual arrangements. (b) Except as expressly provided in the Non-Competition Agreement, dated as of the date hereof, among the Company, Harris and Stratex (the “Non-Competition Agreement”) or the proviso at the end of Section 4.4(c), Harris and its Affiliates shall have the right to, and none of them shall have any Table of Contents fiduciary duty or other obligation to the Company, any of its Subsidiaries or any of their shareholders not to, take any of the following actions: (i) engage in the same or similar activities or lines of business as the Company or any Subsidiary or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its Subsidiaries; (ii) invest or own any interest 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 or any of its Subsidiaries; (iii) do business with any client or customer of the Company or any of its Subsidiaries; or (iv) employ or otherwise engage any former officer or employee of the Company or any of its Subsidiaries. (c) Neither Xxxxxx nor any of its Affiliates nor any officer, director, employee or former employee of Xxxxxx or any of its Affiliates that is not currently an employee of the Company or any of its Subsidiaries (including any Class B Directors) shall have any obligation, or be liable, to the Company, any of its Subsidiaries or any of their shareholders for or arising out of the conduct described in Section 4.4(b) or the exercise of Xxxxxx’ rights under any of the Agreements and none of them shall be deemed to have acted (i) in bad faith, (ii) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (iii) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders by reason of any such conduct or exercise of such rights or any of their participation therein. If Xxxxxx or any of its Subsidiaries or any of their directors, officers or employees, including any such individuals who are also directors, officers or employees of the Company or any of its Subsidiaries, (collectively, the “Xxxxxx Entities”) acquires knowledge of a potential opportunity, transaction or matter which may be a corporate opportunity for both Xxxxxx or any of its Subsidiaries, on the one hand, and the Company or any of its Subsidiaries, on the other hand, (each, a “Corporate Opportunity”), then each of the Xxxxxx Entities shall have the right to, and none of them shall have any fiduciary duty or other obligation not to, pursue such Corporate Opportunity for itself or to direct such Corporate Opportunity to any of its Affiliates or to any third party and none of the Xxxxxx Entities (i) shall have any duty to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees, (ii) shall have any liability to the Company, any of its Subsidiaries or any of their shareholders for breach of any fiduciary duty or other duty, as a shareholder, director, officer or employee of the Company or any of its Subsidiaries or otherwise, (iii) shall be deemed to have acted (x) in bad faith, (y) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders, in each case by reason of the fact that any Xxxxxx Entity pursues or acquires such Corporate Opportunity for itself, directs such Corporate Opportunity to any of its Affiliates or any third party, or does not communicate information regarding such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees; provided, however, that notwithstanding anything in this Section 4.4 to the contrary a Corporate Opportunity offered to a person who is a director or officer of both the Company and Xxxxxx shall belong to the Company if such Corporate Opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Company. (d) The provisions of this Section 4.4 shall be effective to the maximum extent permitted by Law and are not intended to be enforceable to any further extent.

Freedom of Action. The Company and the Members acknowledge that each Member and its respective Affiliates together have multiple business interests outside the purposes of the Company. The Company and the Members further acknowledge and agree that, except to the extent provided under Section 8.2 or as may be otherwise expressly agreed to by a Member, neither the Company nor any of its Subsidiaries has any interest or expectancy in, or right to participate in, any particular investment or business opportunity that is presented to a Member (or any Affiliate, director, officer, employee, holder of any equity interests, partner, trustee, member, manager, representative or agent of a Member). Except to the extent required pursuant Section 8.2 or as may be otherwise expressly agreed to by a Member, no Member (or any Affiliate, director, officer, employee, holder of any equity interests, partner, trustee, member, manager, representative or agent of a Member) shall be obligated to present or offer to the Company or any of its Subsidiaries any particular investment or business opportunity, regardless of whether the Company or such Subsidiary could take advantage of such opportunity if it were presented to the Company or such Subsidiary, but may avail itself of any such opportunity for its own benefit or direct such opportunity to another Person. Except to the extent restricted pursuant to Section 8.2 or as may be otherwise expressly agreed to by a Member, (a) Nothing each Member may, independently or with its Affiliates and others, engage or have an interest in this Section 4.4 will impair the Company’s ability to enter into contractual arrangements with a shareholder other business ventures of any kind, and each Member and its Affiliates may make any investment in, or acquire and own all or any part of, any other business or entity, or engage in any transaction outside of the Company which restrict the shareholder from engaging in activities otherwise allowed by this Section and the following provisions shall be subject to the terms of any such contractual arrangements. (b) Except as expressly provided in the Non-Competition Agreementneither any Member nor any Affiliate, dated as director, officer, employee, holder of the date hereofany equity interests, among the Companypartner, Harris and Stratex (the “Non-Competition Agreement”) trustee, member, manager, representative or the proviso at the end agent of Section 4.4(c), Harris and its Affiliates shall have the right to, and none of them such Person shall have any Table of Contents fiduciary duty or other obligation to the Company, Company or any of its Subsidiaries or any of their shareholders the Members not to, take any of the following actions: to (i) engage in the same or similar activities or lines of business as the Company or any Subsidiary of its Subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its Subsidiaries; , (ii) invest or own any interest 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 or any of its Subsidiaries; Subsidiaries or (iii) do business with any client or customer of the Company or any of its Subsidiaries; or (iv) employ or otherwise engage any former officer or employee of the Company or any of its Subsidiaries. (c) Neither Xxxxxx nor any of its Affiliates nor any officer, director, employee or former employee of Xxxxxx or any of its Affiliates that is not currently an employee of the Company or any of its Subsidiaries (including any Class B Directors) shall have any obligation, or be liable, to the Company, any of its Subsidiaries or any of their shareholders for or arising out of the conduct described in Section 4.4(b) or the exercise of Xxxxxx’ rights under any of the Agreements and none of them shall be deemed to have acted (i) in bad faith, (ii) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (iii) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders by reason of any such conduct or exercise of such rights or any of their participation therein. If Xxxxxx or any of its Subsidiaries or any of their directors, officers or employees, including any such individuals who are also directors, officers or employees of the Company or any of its Subsidiaries, (collectively, the “Xxxxxx Entities”) acquires knowledge of a potential opportunity, transaction or matter which may be a corporate opportunity for both Xxxxxx or any of its Subsidiaries, on the one hand, and the Company or any of its Subsidiaries, on the other hand, (each, a “Corporate Opportunity”), then each of the Xxxxxx Entities shall have the right to, and none of them shall have any fiduciary duty or other obligation not to, pursue such Corporate Opportunity for itself or to direct such Corporate Opportunity to any of its Affiliates or to any third party and none of the Xxxxxx Entities (i) shall have any duty to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees, (ii) shall have any liability to the Company, any of its Subsidiaries or any of their shareholders for breach of any fiduciary duty or other duty, as a shareholder, director, officer or employee of the Company or any of its Subsidiaries or otherwise, (iii) shall be deemed to have acted (x) in bad faith, (y) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders, in each case by reason of the fact that any Xxxxxx Entity pursues or acquires such Corporate Opportunity for itself, directs such Corporate Opportunity to any of its Affiliates or any third party, or does not communicate information regarding such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees; provided, however, that notwithstanding anything in this Section 4.4 to the contrary a Corporate Opportunity offered to a person who is a director or officer of both the Company and Xxxxxx shall belong to the Company if such Corporate Opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Company. (d) The provisions of this Section 4.4 shall be effective to the maximum extent permitted by Law and are not intended to be enforceable to any further extent.

Freedom of Action. Except as provided in Section 9.2(a) and (a) Nothing in this Section 4.4 will impair b), after the Company’s ability to enter into contractual arrangements with a shareholder Closing Date neither Xxxx X. Xxxx nor any other member of the Company which restrict the shareholder from engaging in activities otherwise allowed by this Section and the following provisions shall be subject to the terms of any such contractual arrangements. (b) Except as expressly provided in the Non-Competition Agreement, dated as of the date hereof, among the Company, Harris and Stratex (the “Non-Competition Agreement”) or the proviso at the end of Section 4.4(c), Harris and its Affiliates shall have the right to, and none of them Xxxx Group shall have any Table of Contents fiduciary duty or other obligation to the Company, any of its Subsidiaries the Operating Partnership, or the Company's shareholders or any of their shareholders other Limited Partners not to, take any of the following actions: to (i) engage in the same or similar activities or lines of business as the Company or any Subsidiary or develop or market any products or services that competeCompany, directly or indirectly, with those of the Company or any of its Subsidiaries; (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any Person corporation, partnership or other entity engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company Company, or any of its Subsidiaries; (iii) do business with any client or customer of the Company or Company. Neither Xxxx X. Xxxx nor any of its Subsidiaries; or (iv) employ or otherwise engage any former officer or employee other member of the Company or any of its Subsidiaries. (c) Neither Xxxxxx nor any of its Affiliates nor any officer, director, employee or former employee of Xxxxxx or any of its Affiliates that is not currently an employee of the Company or any of its Subsidiaries (including any Class B Directors) Xxxx Group shall have any obligation, or be liable, to the Company, any of its Subsidiaries or any of their shareholders the Operating Partnership (A) for or arising out of the conduct described in Section 4.4(b) or the exercise of Xxxxxx’ rights under any of the Agreements and none of them shall be deemed to have acted (i) in bad faith), (ii) in a manner inconsistent with the best interests of the Company), any of its Subsidiaries or any of their shareholders or (iii), above, (B) in for exercising or failing to exercise his or the Xxxx Group's rights under this Agreement or any other Related Agreement to which he or they will be a manner inconsistent withparty, (C) for exercising or opposed tofailing to exercise his or the Xxxx Group's rights as a shareholder of the Company or as a Limited Partner, (D) for breach of any fiduciary or other duty owed by them to the Company, any of its Subsidiaries or any of their shareholders the Operating Partnership by reason of the conduct described in (A), (B) or (C) above. Except as provided otherwise in Section 9.2(a) or (b), in the event that any such conduct or exercise of such rights or any of their participation therein. If Xxxxxx or any of its Subsidiaries or any of their directors, officers or employees, including any such individuals who are also directors, officers or employees member of the Company or any of its SubsidiariesXxxx Group, (collectively, the “Xxxxxx Entities”) acquires knowledge of a potential opportunitytransaction, transaction agreement, arrangement or other matter which may be a corporate opportunity for both Xxxxxx or any of its Subsidiaries, on the one hand, such Person and the Company Company, neither such Person nor its officers, directors, employees or any of its Subsidiaries, on the other hand, (each, a “Corporate Opportunity”), then each of the Xxxxxx Entities shall have the right to, and none of them shall have any fiduciary duty or other obligation not to, pursue such Corporate Opportunity for itself or to direct such Corporate Opportunity to any of its Affiliates or to any third party and none of the Xxxxxx Entities (i) former employees shall have any duty to communicate, communicate or offer or present such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees, (ii) shall have any liability corporate opportunity to the Company, any of and neither such Person nor its Subsidiaries officers, directors, employees or any of their shareholders former employees shall be liable to the Company for breach of any fiduciary duty or other duty, as a shareholder, director, officer or employee of the Company or any of its Subsidiaries shareholder or otherwise, (iii) shall be deemed to have acted (x) in bad faith, (y) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders, in each case by reason of the fact that any Xxxxxx Entity such Person pursues or acquires such Corporate Opportunity corporate opportunity for itself, directs such Corporate Opportunity corporate opportunity to any of its Affiliates or any third party, another Person or does not communicate such corporate opportunity or information regarding such Corporate Opportunity corporate opportunity to the Company or any of its Subsidiaries, directors, officers or employees; provided, however, that notwithstanding anything in this Section 4.4 to the contrary a Corporate Opportunity offered to a person who is a director or officer of both the Company and Xxxxxx shall belong to the Company if such Corporate Opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Company. (d) The provisions of this Section 4.4 shall be effective to the maximum extent permitted by Law and are not intended to be enforceable to any further extent.

Freedom of Action. (a) Nothing in this Section 4.4 will impair the Company’s ability to enter into contractual arrangements with a shareholder of the The Company which restrict the shareholder from engaging in activities otherwise allowed by this Section and the following provisions shall be Stockholders expressly acknowledge that, subject to the terms of any such contractual arrangements. (b) Except as expressly provided in the Non-Competition Agreement, dated as confidentiality provisions of the date hereof, among the Company, Harris and Stratex (the “Non-Competition Agreement”) or the proviso at the end final paragraph of Section 4.4(c)3(a) and the non-compete provisions of Section 12, Harris and its Affiliates shall have the right to, and none of them shall have any Table of Contents fiduciary duty or other obligation to the Company, any of its Subsidiaries or any of their shareholders not to, take any of the following actions: (i) engage the Stockholders and their respective Affiliates are permitted to have, and may presently or in the same future have, businesses, investments or similar activities or lines of other business as the Company or any Subsidiary or develop or market any products or services that compete, directly or indirectly, relationships with those of the Company or any of its Subsidiaries; (ii) invest or own any interest in, or develop a business relationship with, any Person entities engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its Subsidiaries; (iii) do business with any client or customer of the Company or any of its Subsidiaries; or (iv) employ or otherwise engage any former officer or employee of the Company or any of its Subsidiaries. (c) Neither Xxxxxx nor any of its Affiliates nor any officer, director, employee or former employee of Xxxxxx or any of its Affiliates that is not currently an employee of Business other than through the Company or any of its Subsidiaries (including any Class B Directors) shall have any obligation, or be liable, to the Company, any of its Subsidiaries or any of their shareholders for or arising out of the conduct described in Section 4.4(b) or the exercise of Xxxxxx’ rights under any of the Agreements and none of them shall be deemed to have acted (i) in bad faithan “Other Business”), (ii) in a manner inconsistent the Stockholders and their respective Affiliates have and may develop businesses or strategic relationships with the best interests of the Company, any of its Subsidiaries businesses that are and may be competitive or any of their shareholders or (iii) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders by reason of any such conduct or exercise of such rights or any of their participation therein. If Xxxxxx or any of its Subsidiaries or any of their directors, officers or employees, including any such individuals who are also directors, officers or employees of complementary with the Company or any of its Subsidiaries, (collectivelyiii) none of the Stockholders and their respective Affiliates will be prohibited by virtue of their investments in the Company or its Subsidiaries or their service on the Board from pursuing and engaging in any such activities, (iv) none of the Stockholders and their respective Affiliates will be obligated to inform the Company or the Board of any such opportunity, relationship or investment, (v) the Company, the “Xxxxxx Entities”) acquires knowledge other Stockholders and their respective Affiliates and any future stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of a potential opportunitythe participation therein of any Stockholder, transaction or matter which may be a corporate opportunity for both Xxxxxx or any of its Subsidiaries, on the one handAffiliates, and (vi) the Company or any of its Subsidiaries, on the other hand, (each, a “Corporate Opportunity”), then each involvement of the Xxxxxx Entities shall have the right to, Stockholders and none their respective Affiliates in any Other Business will not constitute a conflict of them shall have any fiduciary duty or other obligation not to, pursue interest by such Corporate Opportunity for itself or Persons with respect to direct such Corporate Opportunity to any of its Affiliates or to any third party and none of the Xxxxxx Entities (i) shall have any duty to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees, (ii) shall have any liability to the Company, any of its Subsidiaries or any of their shareholders for breach of any fiduciary duty or other duty, as a shareholder, director, officer or employee of the Company or any of its Subsidiaries or otherwisethe other Stockholder or any of its Affiliates. For purposes of this Section 5, (iii) the Stockholders and the Company acknowledge and agree that, with respect to the Clarity Parties or their Permitted Transferees, the term “Affiliates” shall be deemed to have acted include (xin addition to Persons otherwise constituting “Affiliates” as defined in Section 14 hereof) in bad faith, (y) in a manner inconsistent with the best interests any of the Company, investors or other owners of (i) any of its Subsidiaries or any of their shareholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders, in each case by reason of the fact that any Xxxxxx Entity pursues or acquires such Corporate Opportunity for itself, directs such Corporate Opportunity to any of Clarity Party and/or its Affiliates or any third party, or does not communicate information regarding and (ii) the predecessor fund of Clarity and the Affiliates of such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employees; provided, however, that notwithstanding anything in this Section 4.4 to the contrary a Corporate Opportunity offered to a person who is a director or officer of both the Company and Xxxxxx shall belong to the Company if such Corporate Opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Companypredecessor fund. (d) The provisions of this Section 4.4 shall be effective to the maximum extent permitted by Law and are not intended to be enforceable to any further extent.

Freedom of Action. (a) Nothing in this Section 4.4 will impair To the Company’s ability to enter into contractual arrangements with a shareholder of fullest extent permitted by law, the Company which restrict Limited Partners hereby expressly disclaim any fiduciary duties owed by the shareholder from engaging in activities otherwise allowed by this Section and the following provisions shall be subject Limited Partners to the terms of any such contractual arrangements. (b) Partnership or to each other. Except as expressly provided herein, in the Non-Competition Agreement, dated as of the date hereof, Strategic Agreement or in any other agreement between or among the Company, Harris and Stratex Partners: (the “Non-Competition Agreement”a) No Limited Partner or the proviso at the end of Section 4.4(c), Harris and its Affiliates shall have (other than the right to, and none of them General Partner) shall have any Table of Contents fiduciary duty or other obligation to the CompanyPartnership, any of its Subsidiaries the other Partners or any of their shareholders not to, take any of the following actions: Public Corp. to refrain from (i) engage engaging in activities similar or dissimilar to the same Business or similar activities developing or lines of business as the Company or any Subsidiary or develop or market marketing any products or services that compete, directly or indirectly, with those of the Company or any of its Subsidiaries; Partnership, (ii) invest investing in or own owning any interest inpublicly or privately, or develop developing a business relationship withrelationship, with any Person engaged in activities similar or dissimilar to the same or similar activities or lines of business asBusiness, or otherwise in competition withwith the Partnership, the Company or any of its Subsidiaries; (iii) do conducting business with any client or customer of the Company Partnership, or any of its Subsidiaries; or (iv) employ employing or otherwise engage engaging any former officer or employee of the Company Partnership; provided, that, no Limited Partner may actively solicit any officer or employee of the Partnership without the consent of the Chief Executive Officer of Public Corp; provided, further, that, the foregoing provisions in this subsection (a) shall not modify any of the duties owed by such Limited Partners or their respective Affiliates to Public Corp. in their other capacities; (b) No Limited Partner, its Affiliates (other than the General Partner) or any of such Limited Partner's or its Subsidiaries. Affiliate's (cother than the General Partner's) Neither Xxxxxx nor any of its Affiliates nor any officerofficers, directordirectors, employee employees or former employee of Xxxxxx or any of its Affiliates that is not currently an employee of the Company or any of its Subsidiaries (including any Class B Directors) employees shall have any obligation, or be liable, to the Company, any of its Subsidiaries Partnership or any of their shareholders the Partners (i) for or arising out of the conduct described in Section 4.4(b2.15(a) or the exercise of Xxxxxx’ rights under any of the Agreements and none of them shall be deemed to have acted (ic) in bad faithhereof, (ii) in a manner inconsistent with for exercising or failing to exercise its rights under this Agreement, or the best interests of the CompanyStrategic Agreement, any of its Subsidiaries or any of their shareholders or (iii) for exercising or failing to exercise its rights as a partner of the Partnership. The Partnership and each Partner therefore waives, to the fullest extent permitted by law, any claim or cause of action against the Limited Partners or the Partnership asserting, in a manner inconsistent withconnection with the determination of any and all matters presented to the Limited Partners for action, breach of fiduciary duty or any other duty, or opposed tobreach of any duty created by special circumstances arising out of this Agreement or the Partnership; (c) If any Limited Partner or any officer, any fiduciary duty owed by them director, employee or former employee (other than a Limited Partner's designees to the Company, any Board of its Subsidiaries or any Directors of their shareholders by reason Public Corp.) of any such conduct or exercise of such rights or any of their participation therein. If Xxxxxx or any of its Subsidiaries or any of their directors, officers or employees, including any such individuals who are also directors, officers or employees of the Company or any of its Subsidiaries, (collectively, the “Xxxxxx Entities”) Limited Partner acquires knowledge of a potential opportunitytransaction, transaction agreement, arrangement or other matter which that may be a corporate an opportunity for both Xxxxxx such Person (or any of its SubsidiariesAffiliate (other than the General Partner)), on the one hand, and the Company or any of its SubsidiariesPartnership, on the other hand, (eachneither such Person nor its officers, a “Corporate Opportunity”)directors, then each of the Xxxxxx Entities shall have the right to, and none of them shall have any fiduciary duty employees or other obligation not to, pursue such Corporate Opportunity for itself or to direct such Corporate Opportunity to any of its Affiliates or to any third party and none of the Xxxxxx Entities (i) former employees shall have any duty to communicate, communicate or offer or present such Corporate Opportunity opportunity to the Company or any of Partnership, and neither such Person nor its Subsidiariesofficers, directors, officers employees or employees, former employees (other than (i) any former employee who is a current employee of the Partnership and (ii) shall have any liability a Limited Partner's designees to the Company, any Board of its Subsidiaries or any Directors of their shareholders Public Corp.) shall be liable to the Partnership for breach of any fiduciary duty or other duty, as a shareholder, director, officer or employee of the Company or any of its Subsidiaries Partner or otherwise, (iii) shall be deemed to have acted (x) in bad faith, (y) in a manner inconsistent with the best interests of the Company, any of its Subsidiaries or any of their shareholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to the Company, any of its Subsidiaries or any of their shareholders, in each case by reason of the fact that any Xxxxxx Entity such Person pursues or acquires such Corporate Opportunity opportunity for itself, directs such Corporate Opportunity opportunity to any of its Affiliates or any third party, another Person or does not communicate such opportunity or information regarding such Corporate Opportunity to the Company or any of its Subsidiaries, directors, officers or employeesPartnership; provided, however, that notwithstanding anything in this Section 4.4 to the contrary a Corporate Opportunity offered to a person who is a director or officer of both the Company and Xxxxxx shall belong to the Company if such Corporate Opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Company.and (d) To the extent that, at law or in equity, a Partner, its Affiliates, or any officer, director, employee or former employee of such Partner or its Affiliates (each, a "Covered Person" and collectively, the "Covered Persons") have duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, such Covered Person acting in connection with the Partnership's business or affairs, shall not be liable to the Partnership or to any Partner for such Covered Person's good faith reliance on the provisions of this Agreement. The provisions of this Section 4.4 shall be effective Agreement, to the maximum extent permitted that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by Law the Partners to replace such other duties and are not intended to be enforceable to any further extentliabilities of such Covered Person.