Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) Onex, GSCP, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or its Subsidiaries, including those deemed to be competing with the Company or its Subsidiaries; and (ii) in the event that Onex, GSCP, any such Onex Director, any such GSCP Director or any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company or its Subsidiaries and such Shareholder, director or any other Person, the Shareholder, director or Affiliate thereof, as applicable, shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its Subsidiaries or their respective Affiliates or shareholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, director or any Affiliate thereof, as applicable, 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 or its Subsidiaries.

Freedom to Pursue Opportunities. (a) The parties expressly acknowledge and agree that, to the extent permitted by applicable Law: (i) Onex, GSCP, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, the Investors and their respective Affiliates have shall, to the right tofullest extent permissible by Law, and shall have no duty (contractual or otherwise) not to, to refrain from directly or indirectly engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Subsidiaries, including those deemed Affiliates now engages or proposes to be engage or (B) otherwise competing with the Company or any of its Affiliates; (ii) none of the Company, any of its Subsidiaries or any Investor shall have any rights in and to the business ventures of any Investor, its Affiliates, or the income or profits derived therefrom; (iii) each of the Investors and their respective Affiliates may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iiiv) in the event that Onex, GSCP, any such Onex Director, any such GSCP Director Investor or any of their its respective Affiliates acquires acquire knowledge of a potential transaction or other matter that or business opportunity which may be a corporate opportunity for both itself, herself or himself and the Company or any of its Subsidiaries and Affiliates, such ShareholderInvestor or its respective Affiliates shall, director or any other Personto the fullest extent permitted by applicable Law, the Shareholder, director or Affiliate thereof, as applicable, shall have no fiduciary duty or other duty (contractual or otherwise) to communicate communicate, present or present offer such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, as the case may be, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by applicable Law, shall not be liable to the Company or its Subsidiaries stockholders or their respective Affiliates or shareholders to any Affiliate of the Company for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Company solely by reason of the fact that such Shareholder, director Investor or any Affiliate thereof, as applicable, directly its respective Affiliates pursue or indirectly, pursues or acquires acquire such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Company or any of its SubsidiariesAffiliates; provided, that this Section 7.1 shall not apply to any directors of the Company or any of its Subsidiaries that are not also Investor Director Designees; provided, further, that any actions taken, directly or indirectly, by any publicly-traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor; provided, further, that, with respect to clause (iv) of this Section 7.1(a), the Company does not renounce its interest in any corporate opportunity offered to any director of the Company if such opportunity is expressly offered to such Person solely in his or her capacity as a director or officer of the Company and the provisions of this Section 7.1(a) shall not apply to any such corporate opportunity.

Freedom to Pursue Opportunities. The parties Subject to any other agreement with the Company or any of its Subsidiaries to which any Stockholder (or any of its Affiliates) or any Sponsor Director may be bound (including the Non-Compete Agreement), the Parties expressly acknowledge and agree that: (i) Onex, GSCP, each Onex Stockholder and Sponsor Director who is an employee of Onex or an employee of an (and each Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) in the event that Onex, GSCP, any such Onex Director, any such GSCP a Stockholder or Sponsor Director (or any of their respective Affiliates Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company or any of its Subsidiaries and such Shareholder, director Stockholder or any other Person, the Shareholder, director or Affiliate thereof, as applicable, Stockholder and Sponsor Director (and any such Affiliate) shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or its any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or Company, its Subsidiaries or their respective Affiliates or shareholders Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, director Stockholder or any Sponsor Director (or such Affiliate thereof, as applicable), 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 or any of its Subsidiaries.

Freedom to Pursue Opportunities. The (a) Without in any way limiting their obligations under Section 7.5, the parties expressly acknowledge and agree that: (i) Onexeach Investor, GSCP, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCPits Affiliates and its and their affiliated investment funds, and their respective Affiliates have each Director, has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries; (ii) none of the Company, any of its Subsidiaries or any of the Company’s shareholders shall have any rights in and to the business ventures of any Investor, its Affiliates and its and their affiliated investment funds, or any Director, or the income or profits derived therefrom; (iii) each Investor, its Affiliates and its and their affiliated investment funds, and each Director, may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iiiv) in the event that Onexan Investor, GSCPit Affiliates and its and their affiliated investment funds, or any such Onex Director, any such GSCP Director or any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate an opportunity for both the Company or Company, any of its Subsidiaries and such ShareholderSubsidiaries, director or any other Personshareholder of the Company, such Investor, Affiliate, affiliated investment fund or Director shall, to the Shareholderfullest extent permitted by applicable Law, director or Affiliate thereof, as applicable, shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company or Company, any of its Subsidiaries, or any such shareholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, any of its Subsidiaries, or any other shareholder of the Company or its Subsidiaries (or their respective Affiliates or shareholders Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such ShareholderInvestor, director Affiliate, affiliated investment fund or any Affiliate thereof, as applicable, Director 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 or Company, any of its Subsidiaries, or any other shareholder of the Company; provided that the foregoing shall not apply to any Director with respect to any business opportunity first presented to such Director expressly in his or her capacity as such. For the avoidance of doubt, any actions taken, directly or indirectly, by any publicly traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: that (i) Onex, GSCPthe Investor, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCPContributor Investor, and each of their respective Affiliates have (including any Investor Designee or Observer) has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, on its own account or in partnership with, or as an employee, officer, director or shareholder of, any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries; and , (ii) none of the Company or any of its Subsidiaries shall have any rights in and to the event that Onex, GSCPbusiness ventures of the Investor, any such Onex Director, any such GSCP Director Contributor Investor or any of their respective Affiliates (including any Investor Designee or Observer), or the income or profits derived therefrom (other than in its capacity as a Shareholder), and (iii) in the event that the Investor, any Contributor Investor or any of their respective Affiliates (including any Investor Designee or Observer) acquires knowledge of a potential transaction or matter that may be a corporate an opportunity for both the Company Company, except to the extent that any such transaction or its Subsidiaries and opportunity comes to such ShareholderPerson’s attention solely through the role of any Investor Designee or Observer, director neither the Investor, any Contributor Investor nor any of their respective Affiliates (including any Investor Designee or any other Person, the Shareholder, director or Affiliate thereof, as applicable, Observer) shall have no any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, as the case may be, Subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries (or any of their respective Affiliates or shareholders Affiliates) for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, such Shareholder, director Contributor Investor or any Affiliate thereof, as applicableof their respective Affiliates (including any Investor Designee or Observer), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, Person or does not present such opportunity to the Company or any of its Subsidiaries.

Freedom to Pursue Opportunities. The parties Subject to any other agreement with the Company or any of its Subsidiaries to which any Stockholder (or any of its Affiliates) or any Designated Director may be bound, the Parties expressly acknowledge and agree that: (i) Onex, GSCP, each Onex Stockholder and Designated Director who is an employee of Onex or an employee of an (and each Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) and in the event that Onex, GSCP, any such Onex Director, any such GSCP a Stockholder or Designated Director (or any of their respective Affiliates Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company or any of its Subsidiaries and such Shareholder, director Stockholder or any other Person, the Shareholder, director or Affiliate thereof, as applicable, neither such Stockholder nor such Designated Director (and any such Affiliate) shall have no any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or its any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or Company, its Subsidiaries or their respective Affiliates or shareholders Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, director Stockholder or any Designated Director (or such Affiliate thereof, as applicable), 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 or any of its Subsidiaries.

Freedom to Pursue Opportunities. The parties Subject to any other agreement with the Company or any of its Subsidiaries to which any Stockholder (or any of its Affiliates) or any Designated Director may be bound, the Parties expressly acknowledge and agree that: (i) Onex, GSCP, each Onex Stockholder and Designated Director who is an employee of Onex or an employee of an (and each Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) in the event that Onex, GSCP, any such Onex Director, any such GSCP a Stockholder or Designated Director (or any of their respective Affiliates Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company or any of its Subsidiaries and such Shareholder, director Stockholder or any other Person, the Shareholder, director or Affiliate thereof, as applicable, neither such Stockholder nor such Designated Director (and any such Affiliate) shall have no any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or its any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or Company, its Subsidiaries or their respective Affiliates or shareholders Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, director Stockholder or any Designated Director (or such Affiliate thereof, as applicable), 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 or any of its Subsidiaries.

Freedom to Pursue Opportunities. The To the maximum extent permitted by Maryland law, the parties expressly acknowledge and agree that: (i) Onexthe Investor, GSCPSTORE Holding, each Onex Director who Representative of STORE Holding and of the Investor and each director or officer of the Company, that is an employee Affiliate or designee of Onex STORE Holding or the Investor (each, an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have “Investor Designee”) has the right to, and shall have has no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or its SubsidiariesCompany, including those deemed to be competing with the Company Company, or its Subsidiaries(y) directly or indirectly do business with any client, customer or supplier of the Company; and (ii) in the event that Onexthe Investor, GSCPSTORE Holding, any such Onex Director, any such GSCP Director Representative of STORE Holding or the Investor or any of their respective Affiliates Investor Designee acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Company, STORE Holding, such Investor, such Representative or its Subsidiaries and such Shareholder, director or any other Person, the Shareholder, director or Affiliate thereof, as applicable, Investor Designee shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, as the case may beAffiliates, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries Affiliates, subsidiaries, stockholders or their respective Affiliates or shareholders other equity holders for breach of any duty (contractual or otherwise) by reason of the fact that STORE Holding, such ShareholderInvestor, director such Representative or any Affiliate thereof, as applicablesuch Investor Designee, 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 or any of its SubsidiariesAffiliates. For the avoidance of doubt, the provisions of this Section 4.2 shall have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any agreement between the Company and/or STORE Holding or an Affiliate thereof, including any agreement related to noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Person.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: that except as set forth in the Collaboration Agreement (i) Onex, GSCP, the Stockholder and each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective its Affiliates have has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiariessubsidiaries, on its own account or in partnership with, or as an employee, officer, director or stockholder of, any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries; subsidiaries, (ii) none of the Company or any of its subsidiaries shall have any rights in and to the business ventures of the Stockholder or any of its Affiliates, or the income or profits derived therefrom (other than in its capacity as a stockholder of the Company), and (iiiii) in the event that Onex, GSCP, any such Onex Director, any such GSCP Director the Stockholder or any of their respective its Affiliates acquires knowledge of a potential transaction or matter that may be a corporate an opportunity for both the Company or Company, neither the Stockholder nor any of its Subsidiaries and such Shareholder, director or any other Person, the Shareholder, director or Affiliate thereof, as applicable, Affiliates shall have no any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or Company, any of its Subsidiaries, as the case may be, subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company Company, any of its subsidiaries (or its Subsidiaries or any of their respective Affiliates or shareholders Affiliates) for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, director the Stockholder or any Affiliate thereof, as applicableof its Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, Person or does not present such opportunity to the Company Company, any of its subsidiaries; provided that the foregoing shall not be deemed to amend or its Subsidiariesmodify the terms of the Collaboration Agreement.

Freedom to Pursue Opportunities. (a) The parties expressly acknowledge and agree that: (i) Onexeach of the Investors, GSCP, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have and associated funds, including directors and officers of the Company, has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries; (ii) none of the Company, any of its Subsidiaries or any Stockholder shall have any rights in and to the business ventures of any Investor, its Affiliates and associated funds, including directors and officers of the Company, or the income or profits derived therefrom; (iii) each of the Investors, their respective Affiliates and associated funds, including directors and officers of the Company, may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iiv) in the event that Onexan Investor, GSCPdirector or officer of the Company, any of such Onex Director, any such GSCP Director or any of their Investor’s respective Affiliates or associated funds acquires knowledge of a potential transaction or matter that may be a corporate an opportunity for both the Company Company, any of its Subsidiaries, or its Subsidiaries and any other Stockholder, such ShareholderInvestor, director or any other Personofficer of the Company, the Shareholder, director such Investor’s Affiliates or Affiliate thereof, as applicable, associated funds shall have no fiduciary duty or other duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or Company, any of its Subsidiaries, any other Stockholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or Company, any of its Subsidiaries or Subsidiaries, any other Stockholder (and their respective Affiliates or shareholders Affiliates) for breach of any fiduciary duty or other duty (contractual or otherwise) by reason of the fact that such ShareholderInvestor, Affiliate, associated fund, director or any Affiliate thereof, as applicable, officer 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, any of its Subsidiaries, or any other Stockholder. For the avoidance of doubt, this Section 7.1 shall not apply to any directors of the Company or any of its SubsidiariesSubsidiaries that are not also Investor Director Designees. For the avoidance of doubt, any actions taken, directly or indirectly, by any publicly traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (ia) Onex, GSCPthe Rollover Investor, each Onex Director who is an employee of Onex or an employee of an Affiliate of OnexSLP Investor, each GSCP Director who is an employee of GSCP Person appointed or an employee of an Affiliate of GSCPnominated to the Board as a director or observer (each, a “Board Participant”) and their respective Affiliates have each Affiliated Officer has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of its Subsidiaries; and (iib) in the event that Onexthe Rollover Investor, GSCPa SLP Investor, any such Onex Director, any such GSCP Director Board Participant or any Affiliated Officer of their respective Affiliates the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both each of the Company and the Rollover Investor or its Subsidiaries and such ShareholderSLP Investor, director Board Participant, Affiliated Officer or any other Person, the ShareholderRollover Investor or the SLP Investor, director Board Participant or Affiliate thereofAffiliated Officer of the Company, as applicable, shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its Subsidiaries or their respective Affiliates or shareholders for breach of any duty (contractual or otherwise) by reason of the fact that the Rollover Investor or such ShareholderSLP Investor, director Board Participant or any Affiliate thereofAffiliated Officer, as applicable, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Personperson, or does not present such opportunity to the Company of any of its Subsidiaries; provided, however, that this Section 5.2 shall not apply to any Board Participant who is also (i) an officer or employee of the Company or any of its Subsidiaries (other than Affiliated Officers) or (ii) is subject to contractual restrictive covenants under an employment agreement with the Company or any of its Subsidiaries.

Freedom to Pursue Opportunities. The Each of the parties hereto expressly acknowledge acknowledges and agree agrees that: (i) Onexeach Stockholder, GSCP, each Onex H&F Designated Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have Affiliated Officer has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiariessubsidiaries, including those deemed to be competing with the Company or any of its Subsidiariessubsidiaries; and (ii) in the event that Onexa Stockholder, GSCP, any such Onex Director, any such GSCP H&F Designated Director or any Affiliated Officer of their respective Affiliates the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both each of the Company or its Subsidiaries and such Shareholder, director Stockholder or any other Personperson, the ShareholderStockholder, director H&F Designated Director or Affiliate thereof, as applicable, Affiliated Officer of the Company shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiariessubsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its Subsidiaries or their respective Affiliates or shareholders Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such ShareholderStockholder, director H&F Designated Director or any Affiliate thereof, as applicableAffiliated Officer, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Personperson, or does not present such opportunity to the Company provided, however, that this Section 7.2 shall not apply to Stockholders who are also officers or employees of the Company or any subsidiary of the Company or any of its Subsidiariessubsidiaries (other than Affiliated Officers). As used in this Section 7.2, “Affiliated Officer” means an officer of the Company affiliated with the H&F Investors.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) Onexthat to the fullest extent permitted by applicable law, GSCPthe Company, each Onex Director who is an employee on behalf of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, itself and their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Company or its Subsidiaries, including those deemed to be competing with renounces any interest or expectancy of the Company and its Subsidiaries in, or its Subsidiaries; and (ii) in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Stockholder, Affiliated Director or Affiliated Officer of the event that Onex, GSCP, any such Onex Director, any such GSCP Director Company or any of their respective officers, directors, agents, Stockholders, members, partners, Affiliates acquires knowledge of and Subsidiaries (other than the Company and its Subsidiaries) (each a potential transaction or matter “Affiliated Party”), even if the opportunity is one that may be a corporate opportunity for both the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and such Shareholder, director or any other Person, the Shareholder, director or Affiliate thereof, as applicable, Person shall have no duty (contractual or otherwise) to communicate or present offer such corporate business opportunity to the Company or its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by applicable law, shall not be liable to the Company or any of its Subsidiaries or their respective Affiliates or shareholders Stockholders for breach of any duty (contractual fiduciary or other duty, as a director or officer or otherwise) , by reason of the fact that such Shareholder, director or any Affiliate thereof, as applicable, directly or indirectly, Person pursues or acquires such opportunity for itselfbusiness opportunity, directs such business opportunity to another PersonPerson or fails to present such business opportunity, or does not present information regarding such opportunity business opportunity, to the Company or its SubsidiariesSubsidiaries unless, in the case of any such Person who is a director or officer of the Company, such business opportunity (x) is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company and (y) is not separately offered to a Affiliated Party by a party other than such director or officer.