Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. In recognition that the Manager and its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Manager or its Affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the Manager and its Affiliates have a myriad of duties to various investors, and in anticipation that the Company and the Manager (or one or more Affiliates or clients of the Manager) 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 in recognition of the difficulties that may confront any manager who desires and endeavors fully to satisfy such manager’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Manager. Except as the Manager may otherwise agree in writing after the date hereof: (i) the Manager 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’s, (B) to directly or indirectly do business with any client or customer of the Company, (C) to take any other action that the Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 1.3.2, and (D) not to present potential transactions, matters or business opportunities to the Company, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person. (ii) the Manager and 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 or to refrain from any action specified in Section 1.3.2(i), and the Company on its own behalf and on behalf of its Affiliates, hereby renounces and waives any right to require the Manager or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 1.3.2. (iii) Neither the Manager nor any officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will be liable to the Company for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 1.3.2 or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Manager and its Affiliates Sponsor (to include, for purposes of this Section 7, affiliates, associated investment funds or portfolio companies) currently havehas, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Manager or its Affiliates Sponsor may serve as an advisor, a director or in some other capacity, and in recognition that the Manager and its Affiliates Sponsor have a myriad of duties to various investorsinvestors and partners, and in anticipation that the Company Company, on the one hand and the Manager (or one or more Affiliates or clients of Sponsor on the Manager) 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 in recognition of the difficulties that which may confront any manager advisor who desires and endeavors fully to satisfy such manageradvisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 7(a) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the ManagerSponsor. Except as the Manager Sponsor may otherwise agree in writing after the date hereof: (i) the Manager will The Sponsor shall have the right: 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’sCompany and its subsidiaries), (B) to directly or indirectly do business with any client or customer of the CompanyCompany and its subsidiaries, (C) to take any other action that the Manager Sponsor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 1.3.27(a), and (D) not to present potential transactions, matters or business opportunities to the CompanyCompany or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person. (ii) the Manager and its officers, employees, partners, members, other clients, Affiliates and other associated entities will The Sponsor shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its subsidiaries or to refrain from any action actions specified in Section 1.3.2(i7(a)(i), and the Company Company, on its own behalf and on behalf of its Affiliatessubsidiaries, hereby renounces renounce and waives waive any right to require the Manager or any of its Affiliates Sponsor to act in a manner inconsistent with the provisions of this Section 1.3.27(a). (iii) Neither the Manager nor any officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will The Sponsor shall not be liable to the Company or any of its subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 1.3.2 7(a) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the Manager and its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Manager or its Affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the Manager and its Affiliates have a myriad of duties to various investors, and in anticipation that the Company and the Manager (or one or more Affiliates or clients of the Manager) 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 in recognition of the difficulties that may confront any manager who desires and endeavors fully to satisfy such manager’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Manager. Except as the Manager may otherwise agree in writing after the date hereof: (i) the Manager 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’s, (B) to directly or indirectly do business with any client or customer of the Company, (C) to take any other action that the Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 1.3.2, and (D) not to present potential transactions, matters or business opportunities to the Company, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person. (ii) the Manager and its officers, directors, 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 or to refrain from any action specified in Section 1.3.2(i), and the Company on its own behalf and on behalf of its Affiliates, hereby renounces and waives any right to require the Manager or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 1.3.2. (iii) Neither the Manager nor any officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will be liable to the Company for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 1.3.2 or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the each Manager and its Affiliates affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the such Manager or its Affiliates affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the such Manager and its Affiliates affiliates have a myriad of duties to various investorsinvestors and partners, and in anticipation that the Company Company, on the one hand, and the Manager Managers (or one or more Affiliates of their respective affiliates, associated investment funds or clients of portfolio companies), on the Manager) 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 hereunder, and in recognition of the difficulties that which may confront any manager advisor who desires and endeavors fully to satisfy such manageradvisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the ManagerManagers. Except as the a Manager may otherwise agree in writing after the date hereof: (i) the Each Manager will and its affiliates (including one or more associated investments funds or portfolio companies) 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’s, Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company, Company and its subsidiaries; (C) to take any other action that the such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 1.3.2, 9(b); and (D) not to present potential transactions, matters or business opportunities to the CompanyCompany or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for itselfthemselves, and to direct any such opportunity to another person. (ii) the Each Manager and its officers, employees, partners, members, other clients, Affiliates and other associated entities will 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 action actions specified in Section 1.3.2(i)9(b)(i) hereof, and the Company Company, on its own behalf and on behalf of its Affiliatesaffiliates, hereby renounces and irrevocably waives any right to require the any Manager or any of its Affiliates their respective affiliates to act in a manner inconsistent with the provisions of this Section 1.3.29(b). (iii) Neither the Manager Managers nor any officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will of their respective 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 1.3.2 9(b) or of any such person’s participation therein.

Freedom to Pursue Opportunities. In recognition that the each Manager and its Affiliates affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the such Manager or its Affiliates affiliates may serve as an advisor, a director or in some other capacity, and in recognition that the such Manager and its Affiliates affiliates have a myriad of duties to various investorsinvestors and partners, and in anticipation that the Company Company, on the one hand, and the Manager Managers (or one or more Affiliates of their respective affiliates, associated investment funds or clients of portfolio companies), on the Manager) 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 hereunder, and in recognition of the difficulties that which may confront any manager advisor who desires and endeavors fully to satisfy such manageradvisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 1.3.2 9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the ManagerManagers. Except as the a Manager may otherwise agree in writing after the date hereof: (i) the Each Manager will and its affiliates (including one or more associated investments funds or portfolio companies) 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’s, Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company, Company and its subsidiaries; (C) to take any other action that the such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 1.3.2, 9(b); and (D) not to present potential transactions, matters or business opportunities to the CompanyCompany or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for itselfthemselves, and to direct any such opportunity to another person. (ii) the Each Manager and its officers, employees, partners, members, other clients, Affiliates and other associated entities will 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 action actions specified in Section 1.3.2(i)9(b)(i) hereof, and the Company Company, on its own behalf and on behalf of its Affiliatesaffiliates, hereby renounces and irrevocably waives any right to require the any Manager or any of its Affiliates their respective affiliates to act in a manner inconsistent with the provisions of this Section 1.3.29(b). (iii) Neither the Manager Managers nor any officer, director, employee, partner, member, stockholder, Affiliate or associated entity thereof will of their respective 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 1.3.2 9(b) or of any such person’s participation therein, and none of such activities or omissions shall be considered “willful misconduct” for purposes hereof.