Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. In recognition that the Advisors and their Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors or their Affiliates may serve as an advisor, a director or in some other capacity, in recognition that the Advisors and their Affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Advisors. Except as the Advisors may otherwise agree in writing after the date hereof: (i) The Advisors and their Affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b); and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors and their Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 8(b). (iii) Neither the Advisors nor any of their Affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Managers and their Affiliates respective affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors they or their Affiliates respective affiliates may serve as an advisor, a director or in some other capacity, in and recognition that the Advisors Managers and their Affiliates respective affiliates have myriad duties to various investors and partners, and in anticipation that the CompanyCompany and Holdings, on the one hand, hand and the Advisors any Manager (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, 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 hereunder, and Holdings hereunder 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company and Holdings as they may involve the Advisorssuch Manager. Except as the Advisors each Manager may otherwise agree in writing after the date hereof: (i) The Advisors Each Manager and their Affiliates its respective affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiariesHoldings or Company); , (B) to directly or indirectly do business with any client or customer of Holdings or the Company and its subsidiaries; Company, (C) to take any other action that the Advisor such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to Holdings, the Company Company, or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Each Manager and their Affiliates its respective officers, employees, partners, members, other clients, affiliates and other associated entities shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or Holdings or any of its their affiliates or to refrain from any actions specified in Section 8(b)(i) hereof5(b)(i), and the CompanyCompany and Holdings, on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors such Manager or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither the Advisors Managers, nor any Affiliate of their Affiliates such Managers shall be liable to the Company Company, Holdings or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein. (iv) Xxxx Capital will ensure that none of the directors designated by affiliates of Xxxx Capital pursuant to Section 2.1.1 of the Shareholders Agreement will be individuals who serve as directors of any entity that has, on a consolidated basis together with its controlled subsidiaries, revenues for the most recent fiscal year ending prior to the time of such designation attributable to Competing Activities (as defined in the Shareholders Agreement) in excess of three hundred seventy-five million dollars ($375,000,000).

Freedom to Pursue Opportunities. In recognition that the Advisors BMP and their its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors BMP or their its Affiliates may serve as an advisor, a director or in some other capacity, in recognition that the Advisors BMP and their its Affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors BMP (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBMP. Except as the Advisors BMP may otherwise agree in writing after the date hereof: (i) The Advisors BMP and their its Affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor BMP believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b9(b); and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors BMP and their its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i9(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors BMP or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 8(b9(b). (iii) Neither the Advisors BMP nor any of their its Affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b9(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Advisor and their its Affiliates currently have, and will in the future have or will consider acquiring, investments working with or investing in numerous companies with respect to which the Advisors Advisor or their its Affiliates may serve as an advisor, a director director, officer or in some other capacity, and in recognition that the Advisors Advisor and its Affiliates have a myriad of duties to these other companies and their Affiliates have myriad duties to various investors shareholders, and partners, in anticipation that the Company, on the one hand, Company and the Advisors Advisor (or one or more Affiliates, associated investment funds Affiliates or portfolio companies), on clients of the other hand, Advisor) 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 hereunder, hereunder and in recognition of the difficulties which that may confront any advisor Advisor who desires and endeavors fully to satisfy such advisorAdvisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 8(b) 1.2.2 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsAdvisor. Except as the Advisors Advisor may otherwise agree in writing after the date hereof: (i) The Advisors and their Affiliates shall the Advisor will have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Company and its subsidiaries); Company’s, (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; Company, (C) to take any other action that the Advisor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b); 1.2.2, and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiariesCompany, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors the Advisor and their its officers, employees, partners, members, other clients, Affiliates shall and other associated entities will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions action specified in Section 8(b)(i) hereof1.2.2(i), and the Company, Company on its own behalf and on behalf of its affiliatesAffiliates, hereby irrevocably renounces and waives any right to require the Advisors Advisor or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 8(b)1.2.2. (iii) Neither the Advisors Advisor nor any of their Affiliates shall officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b) 1.2.2 or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Blackstone and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Blackstone or their Affiliates its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that the Advisors Blackstone and their Affiliates its affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors Blackstone (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBlackstone. Except as the Advisors Blackstone or BCP or BMP may otherwise agree in writing after the date hereof: (i) The Advisors Blackstone and their Affiliates its affiliates shall have the right: (A) to directly or indirectly to engage in any business (and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly to do business with any client or customer of the Company and its subsidiariessubsidiaries in the ordinary course of business; (C) to take any other action that the Advisor Blackstone believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b6(b); and (D) not to communicate, offer or present any potential transactions, matters or business opportunities (including any transaction, matter or opportunity that may be an investment, business opportunity or prospective economic or competitive advantage in which the Company or any of its affiliates could have an interest or expectancy) to the Company or any of its subsidiariessubsidiaries or any of their respective equityholders, directors, managers or other affiliates, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors Blackstone and their Affiliates its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i6(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors Blackstone or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b6(b). (iii) Neither the Advisors Blackstone nor any of their Affiliates its affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b6(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition of the fact that the Advisors BMP and their Affiliates its affiliates (i) currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to other enterprises that engage or may engage in the same or similar activities or lines of business as the Company or which the Advisors or their Affiliates Company may be interested in acquiring (collectively, “Competing Activities”), (ii) may serve as an advisor, a director or in some other capacitycapacity in connection with one or more Competing Activities, and (iii) and in further recognition of the fact that the Advisors BMP and their Affiliates its affiliates have myriad duties to various investors and partners, and in anticipation that the Company, on the one hand, and the Advisors (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in further recognition of the benefits to be derived by the Company hereunder, hereunder 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 Section 8(b9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBMP and its affiliates. Except as the Advisors BMP may otherwise agree in writing after the date hereof: (i) The Advisors BMP and their Affiliates its affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor BMP believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b9(b); and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors BMP and their Affiliates its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i9(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors BMP or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b9(b). (iii) Neither the Advisors BMP nor any of their Affiliates its affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b9(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Sagard Management and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Sagard Management or their Affiliates its affiliates may serve as an advisor, a director or in some other capacity, in and recognition that the Advisors Sagard Management and their Affiliates its affiliates have myriad duties to various investors and partners, and in anticipation that the Company, on the one hand, Company and the Advisors Sagard Management (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, or clients of Sagard Management) 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 hereunder, hereunder 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 Section 8(b6(d) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsSagard Management. Except as the Advisors Sagard Management may otherwise agree in writing after the date hereof: (i) The Advisors Sagard Management and their Affiliates its affiliates (including any employee or representative serving as a director of the Company) shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiariesCompany); , (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor Sagard Management believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b6(d)(i); , and (D) not to present potential transactions, matters or business opportunities to the Company Company, or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Sagard Management and their Affiliates its officers, employees, partners, members, other clients, affiliates and other associated entities (including any employee or representative serving as a director of the Company) shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions action specified in Section 8(b)(i) hereof6(d)(i), and the Company, Company on its own behalf and on behalf of its affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors Sagard Management or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b6(d). (iii) Neither the Advisors Sagard Management nor any officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof (including any employee or representative serving as a director of their Affiliates the Company) shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b6(d) or of any such person’s participation thereintherein unless such potential transaction, matter or business opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of, such party expressly and solely in such party’s capacity as a director of the Company.

Freedom to Pursue Opportunities. In recognition that the Advisors each Manager and their Affiliates its respective affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors each Manager or their Affiliates its respective affiliates may serve as an advisor, a director or in some other capacity, in and recognition that the Advisors each Manager and their Affiliates have its respective affiliates has myriad duties to various investors and partners, and in anticipation that the CompanyCompany and Holdings, on the one hand, and each of the Advisors Managers (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, 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 hereunder, and Holdings hereunder 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company and Holdings as they may involve the Advisorssuch Manager. Except as each of the Advisors Managers may otherwise agree in writing after the date hereof: (i) The Advisors Each Manager and their Affiliates its respective affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); Company, (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; Company, (C) to take any other action that the Advisor such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to Holdings, the Company Company, or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Each Manager and their Affiliates its respective officers, employees, partners, members, other clients, affiliates and other associated entities shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or Holdings or any of its their affiliates or to refrain from any actions specified in Section 8(b)(i) hereof5(b)(i), and the CompanyCompany and Holdings, on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors such Manager or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither None of the Advisors Managers, nor any of their Affiliates officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof shall be liable to the Company Company, Holdings or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s 's participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors BMP and their its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors BMP or their its Affiliates may serve as an advisor, a director or in some other capacity, in recognition that the Advisors BMP and their its Affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors BMP (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBMP. Except as the Advisors BMP may otherwise agree in writing after the date hereof: (i) The Advisors BMP and their its Affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor BMP believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b9(b); and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another personPerson. (ii) The Advisors BMP and their its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i9(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors BMP or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 8(b9(b). (iii) Neither the Advisors BMP nor any of their its Affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b9(b) or of any such personPerson’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Blackstone and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Blackstone or their Affiliates its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that the Advisors Blackstone and their Affiliates its affiliates have myriad duties to various investors and partners, in anticipation that the CompanyAlight Parties, on the one hand, and the Advisors Blackstone (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company Alight Parties hereunder, 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 Section 8(b6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBlackstone. Except as the Advisors Blackstone or BCP or BMP may otherwise agree in writing after the date hereof: (i) The Advisors Blackstone and their Affiliates its affiliates shall have the right: (A) to directly or indirectly to engage in any business (and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company Alight Parties and its their subsidiaries); (B) to directly or indirectly to do business with any client or customer of the Company Alight Parties and its their subsidiaries; (C) to take any other action that the Advisor Blackstone believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b6(b); and (D) not to communicate, offer or present any potential transactions, matters or business opportunities (including any transaction, matter or opportunity that may be an investment, business opportunity or prospective economic or competitive advantage in which the Alight Parties or any of their affiliates could have an interest or expectancy) to the Company or any of its subsidiariessubsidiaries or any of their respective equityholders, directors, managers or other affiliates, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors Blackstone and their Affiliates its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i6(b)(i) hereof, and each of the CompanyAlight Parties, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors Blackstone or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b6(b). (iii) Neither the Advisors Blackstone nor any of their Affiliates its affiliates shall be liable to the Company Alight Parties or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b6(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Bain and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Bain or their Affiliates its affiliates may serve as an advisor, a director or in some other capacity, in and recognition that the Advisors Bain and their Affiliates its affiliates have myriad duties to various investors and partners, and in anticipation that the Company, on the one hand, Companies and the Advisors Bain (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, 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 hereunder, Companies hereunder 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company Companies as they may involve the AdvisorsBain. Except as the Advisors Bain may otherwise agree in writing after the date hereof: (i) The Advisors Bain and their Affiliates shall its affiliates will have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Company Companies and its their subsidiaries); , (B) to directly or indirectly do business with any client or customer of any of the Company Companies and its their subsidiaries; , (C) to take any other action that the Advisor Bain believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to any of the Company Companies, or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Bain and their Affiliates shall its officers, employees, partners, members, other clients, affiliates and other associated entities will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company Companies or any of its their affiliates or to refrain from any actions action specified in Section 8(b)(i) hereof5(b)(i), and the Company, Companies on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors Bain or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither the Advisors Bain nor any of their Affiliates shall officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof will be liable to the Company Companies or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Blackstone and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Blackstone or their Affiliates its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that the Advisors Blackstone and their Affiliates its affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors Blackstone (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBlackstone. Except as the Advisors Blackstone or BBH may otherwise agree in writing after the date hereof: (i) The Advisors Blackstone and their Affiliates its affiliates shall have the right: (A) to directly or indirectly to engage in any business (and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly to do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor Blackstone believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b6(b); and (D) not to communicate, offer or present any potential transactions, matters or business opportunities (including, any transaction, matter or opportunity that may be an investment, business opportunity or prospective economic or competitive advantage in which the Company or any of its affiliates could have an interest or expectancy) to the Company or any of its subsidiariessubsidiaries or any of their respective equityholders, directors, managers or other affiliates, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors Blackstone and their Affiliates its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i6(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors Blackstone or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b6(b). (iii) Neither the Advisors Blackstone nor any of their Affiliates its affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b6(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors each Manager or former Manager and their Affiliates respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors each Manager or former Manager or their Affiliates respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that the Advisors each Manager or former Manager and their Affiliates respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the CompanyClear Channel Corporations, on the one hand, hand and each of the Advisors Managers or former Managers (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, 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 hereunder, Clear Channel Corporations hereunder 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company Clear Channel Corporations as they may involve the Advisorssuch Manager. Except as the Advisors a Manager or former Manager may otherwise agree in writing after the date hereof: (i) The Advisors Such Manager or former Manager and their Affiliates its respective Indemnitees shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Company and its subsidiariesClear Channel Corporations); , (B) to directly or indirectly do business with any client or customer of any of the Company and its subsidiaries; Clear Channel Corporations, (C) to take any other action that the Advisor such Manager or former Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to the Company Clear Channel Corporations or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Such Manager or former Manager and their Affiliates respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company Clear Channel Corporations or any of its their affiliates or to refrain from any actions specified in Section 8(b)(i) hereof5(b)(i), and the CompanyClear Channel Corporations, on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors such Manager or former Manager or any of its Affiliates their Indemnitees to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither the Advisors None of such Manager or former Manager, nor any of their Affiliates its Indemnitees shall be liable to the Company Clear Channel Corporations or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors and their Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors or their Affiliates may serve as an advisor, a director or in some other capacity, in recognition that the Advisors and their Affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and the Advisors (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, 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 Section 8(b9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Advisors. Except as the Advisors may otherwise agree in writing after the date hereof: (i) The Advisors and their Affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that the Advisor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b9(b); and (D) not to present potential transactions, matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors and their Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i9(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 8(b9(b). (iii) Neither the Advisors nor any of their Affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b9(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Sponsor and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Sponsor or their Affiliates its affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the Advisors Sponsor and their Affiliates its affiliates have myriad duties to various investors and partners, and in anticipation that the Company, on the one hand, Companies and the Advisors Sponsor (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, or clients of Sponsor) 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 hereunder, Companies hereunder and in recognition of the difficulties which that 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company Companies as they may involve the AdvisorsSponsor. Except as the Advisors Sponsor may otherwise agree in writing after the date hereof: (i) The Advisors Sponsor and their Affiliates shall its affiliates will have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Company Companies and its their subsidiaries); , (B) to directly or indirectly do business with any client or customer of any of the Company Companies and its their subsidiaries; , (C) to take any other action that the Advisor Sponsor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to any of the Company Companies or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Sponsor and their Affiliates shall its officers, employees, partners, members, other clients, affiliates and other associated entities will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company Companies or any of its their affiliates or to refrain from any actions action specified in Section 8(b)(i) hereof5(b)(i), and the Company, Companies on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors Sponsor or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither the Advisors Sponsor nor any of their Affiliates shall officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof will be liable to the Company Companies or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors each Manager and their Affiliates its respective affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors each Manager or their Affiliates its respective affiliates may serve as an advisor, a director or in some other capacity, in and recognition that the Advisors each Manager and their Affiliates have its respective affiliates has myriad duties to various investors and partners, and in anticipation that the CompanyCompany and Parent, on the one hand, hand and each of the Advisors Managers (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, 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 hereunder, and Parent hereunder 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company and Parent as they may involve the Advisorssuch Manager. Except as each of the Advisors Managers may otherwise agree in writing after the date hereof: (i) The Advisors Each Manager and their Affiliates its respective affiliates shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); Company, (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; Company, (C) to take any other action that the Advisor such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to Parent, the Company Company, or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Each Manager and their Affiliates its respective officers, employees, partners, members, other clients, affiliates and other associated entities shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or Parent or any of its their affiliates or to refrain from any actions specified in Section 8(b)(i) hereof5(b)(i), and the CompanyCompany and Parent, on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors such Manager or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither None of the Advisors Managers, nor any of their Affiliates officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof shall be liable to the Company Company, Parent or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Blackstone and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Blackstone or their Affiliates its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that the Advisors Blackstone and their Affiliates its affiliates have myriad duties to various investors and partners, in anticipation that the CompanyCompany Parties, on the one hand, and the Advisors Blackstone (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company Parties hereunder, 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 Section 8(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the AdvisorsBlackstone, BCP or BMP. Except as the Advisors Blackstone, BCP or BMP may otherwise agree in writing after the date hereof: (i) The Advisors Blackstone and their Affiliates its affiliates shall have the right: (A) to directly or indirectly to engage in any business (and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company Parties and its their subsidiaries); (B) to directly or indirectly to do business with any client or customer of the Company Parties and its their subsidiaries; (C) to take any other action that the Advisor BMP believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b); and (D) not to communicate, offer or present any potential transactions, matters or business opportunities (including any transaction, matter or opportunity that may be an investment, business opportunity or prospective economic or competitive advantage in which the Company Parties or any of their affiliates could have an interest or expectancy) to to the Company Parties or any of its subsidiariestheir respective subsidiaries or any of their respective equityholders, directors, managers or other affiliates, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person. (ii) The Advisors Blackstone and their Affiliates its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 8(b)(i) hereof, and the Companyeach of the Company Parties, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require the Advisors BMP or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b). (iii) Neither the Advisors Blackstone nor any of their Affiliates its affiliates shall be liable to the Company Parties or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Advisors Sponsor and their Affiliates its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Advisors Sponsor or their Affiliates its affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the Advisors Sponsor and their Affiliates its affiliates have myriad duties to various investors and partners, and in anticipation that the Company, on the one hand, Companies and the Advisors Sponsor (or one or more Affiliatesaffiliates, associated investment funds or portfolio companies), on the other hand, or clients of Sponsor) 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 hereunder, Companies hereunder and in recognition of the difficulties which that 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 Section 8(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company Companies as they may involve the AdvisorsSponsor. Except as the Advisors Sponsor may otherwise agree in writing after the date hereof: (i) The Advisors Sponsor and their Affiliates shall its affiliates will have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Company Companies and its their subsidiaries); , (B) to directly or indirectly do business with any client or customer of any of the Company Companies and its their subsidiaries; , (C) to take any other action that the Advisor Sponsor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8(b5(b); , and (D) not to present potential transactions, matters or business opportunities to any of the Company Companies or any of its their subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselvesitself, and to direct any such opportunity to another person. (ii) The Advisors Sponsor and their Affiliates shall its officers, employees, partners, members, other clients, affiliates and other associated entities will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company Companies or any of its their affiliates or to refrain from any actions action specified in Section 8(b)(i) hereof5(b)(i), and the Company, Companies on its their own behalf and on behalf of its their affiliates, hereby irrevocably waives renounce and waive any right to require the Advisors Sponsor or any of its Affiliates affiliates to act in a manner inconsistent with the provisions of this Section 8(b5(b). (iii) Neither the Advisors Sponsor nor any of their Affiliates shall officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof will be liable to the Company Companies or any of its their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8(b5(b) or of any such person’s participation therein.