Common use of Freedom to Pursue Opportunities, Etc Clause in Contracts

Freedom to Pursue Opportunities, Etc. In anticipation that the Company and Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Bain. Except as Bain may otherwise agree in writing after the date hereof: (i) Bain 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 Company, including those competing with the Company and (B) do business with any client or customer of the Company; (ii) Neither Bain nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's participation therein; and (iii) In the event that Bain acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and Bain or any other person, Bain shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company.

Freedom to Pursue Opportunities, Etc. In anticipation that Holdings, the Company Company, their Subsidiaries and Bain Fenway (or one or more affiliates, associated investment funds or portfolio companies, or clients companies of BainFenway) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement opportunities and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's ’s duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of Holdings, the Company and their Subsidiaries as they may involve BainFenway. Except as Bain Fenway may otherwise agree in writing after the date hereof: (i) Bain i. Fenway and each of its officers, directors, employees, partners, affiliates and associated entities 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 Holdings, the CompanyCompany or any of their Subsidiaries, including those competing with Holdings, the Company or any of their Subsidiaries, and (B) do business with any client or customer of Holdings, the CompanyCompany or any of their Subsidiaries; (ii) . Neither Bain Fenway nor any officer, director, employee, partner, affiliate or associated entity thereof of Fenway shall be liable to Holdings, the Company or its any of their Subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's ’s participation therein; and (iii) . In the event that Bain Fenway acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Holdings, the Company and Bain Company, their Subsidiaries or any other person, Bain Fenway shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to Holdings, the Company or any of their Subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to Holdings, the Company or its any of their Subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain Fenway directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to Holdings, the CompanyCompany or any of their Subsidiaries.

Freedom to Pursue Opportunities, Etc. In anticipation that the Company and Bain one or more of the Service Providers (or one or more of their respective affiliates, associated investment funds or portfolio companies, or clients of Bainclients) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (ca) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Bainany Service Provider. Except as Bain any Service Provider may otherwise agree in writing (solely as to itself), after the date hereof: (i) Bain i. each Service Provider 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 Company, including those competing with the Company and (B) do business with any client or customer of the Company; (ii) Neither Bain . No Service Provider nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's participation therein; and (iii) and iii In the event that Bain any Service Provider acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and Bain one or more Service Providers or any other person, Bain such Service Provider shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company.

Freedom to Pursue Opportunities, Etc. In anticipation that Holdings, the Company Company, their Subsidiaries and Bain Fenway (or one or more affiliates, associated investment funds or portfolio companies, or clients companies of BainFenway) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement opportunities and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of Holdings, the Company and their Subsidiaries as they may involve BainFenway. Except as Bain Fenway may otherwise agree in writing after the date hereof: (i) Bain i. Fenway and each of its officers, directors, employees, partners, affiliates and associated entities 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 Holdings, the CompanyCompany or any of their Subsidiaries, including those competing with Holdings, the Company or any of their Subsidiaries, and (B) do business with any client or customer of Holdings, the CompanyCompany or any of their Subsidiaries; (ii) . Neither Bain Fenway nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to Holdings, the Company or its any of their Subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's participation therein; and (iii) . In the event that Bain Fenway acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Holdings, the Company and Bain Company, their Subsidiaries or any other person, Bain Fenway shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to Holdings, the Company or any of their Subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to Holdings, the Company or its any of their Subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain Fenway directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to Holdings, the CompanyCompany or any of their Subsidiaries.

Freedom to Pursue Opportunities, Etc. In anticipation that the Company and Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain). Except as Bain may otherwise agree in writing after the date hereof: x. Xxxx (iand its affiliates, associated investment funds, portfolio companies and clients) Bain 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 Company, including those competing with the Company Company, and (B) do business with any client or customer of the Company; (ii) . Neither Bain nor any officer, director, employee, partner, affiliate or associated entity investment fund, portfolio company or client thereof shall be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's participation therein; and (iii) . In the event that Bain acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and Bain or any other person, neither Bain nor any officer, director, employee, partner, affiliate or associated investment fund, portfolio company or client thereof shall have no any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company and, notwithstanding any provision of this Agreement to the contrary, no such person or entity shall not be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain) directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company.

Freedom to Pursue Opportunities, Etc. In anticipation that the Company and Bain the Members (or one or more affiliates, associated investment funds or portfolio companies, or clients companies of Bainany of the Members) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement and in recognition of the difficulties which may confront any advisor Member who desires and endeavors fully to satisfy such advisorMember's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) 15.16 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Bainthe Members. Except as Bain any of the Members may otherwise agree in writing after the date hereof: (ia) Bain Each Member shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: , (Ai) engage in the same or similar business activities or lines of business as the Company, including those competing with the Company Company, and (Bii) do conduct business (directly or through its affiliates) with any client or customer portfolio company of the Company; (iib) Neither Bain nor any officer, director, employee, partner, affiliate or associated entity thereof No Member shall be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or the participation of such person's participation Member or its affiliates therein; and (iiic) In the event that Bain a Member acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and Bain such Member, its affiliates or any other person, Bain such Member shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain such Member directly or indirectly pursues or acquires such opportunity for itselfitself or its affiliates, directs such opportunity to another person, or does not present such opportunity to the Company.

Freedom to Pursue Opportunities, Etc. In anticipation that Holdings, the Company and Bain Fenway (or one or more affiliates, associated investment funds or portfolio companies, or clients of BainFenway) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company from the services to be provided under this Agreement opportunities and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of Holdings and the Company as they may involve BainFenway. Except as Bain Fenway may otherwise agree in writing after the date hereof: (i) Bain Fenway 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 Holdings or the Company, including those competing with Holdings or the Company Company, and (B) do business with any client or customer of Holdings or the Company; (ii) Neither Bain Fenway nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to Holdings or the Company or its affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person's participation therein; and (iii) In the event that Bain Fenway acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Holdings or the Company and Bain Fenway or any other person, Bain Fenway shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to Holdings or the Company and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to Holdings or the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Bain Fenway directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to Holdings or the Company.