Common use of Independent Activities; Transactions With Affiliates Clause in Contracts

Independent Activities; Transactions With Affiliates. (a) The Partners recognize and acknowledge that certain of the Limited Partners and certain Affiliates of the Limited Partners are currently and shall continue to be separately engaged in the hearing aid business, and that such business may be competitive with the Partnership's business. Except as expressly provided herein or in the Development Contract, each Limited Partner and each of their Affiliates may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner and, except as expressly provided for, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. (b) Without limiting the generality of the forgoing, with respect to the development of DSP hearing aid fitting systems, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1. (c) To the extent permitted by applicable law and except as otherwise provided in this Agreement or the Development Contract, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with the General Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. (ai) The Partners recognize General Partner and acknowledge that certain any of its Affiliates shall be required to devote only such time to the affairs of the Limited Partners Partnership as the General Partner determines in its sole discretion may be necessary to manage and certain Affiliates of operate the Limited Partners are currently and shall continue to be separately engaged in the hearing aid businessPartnership, and each such Person, to the extent not otherwise directed by the General Partner, shall be free to serve any other Person or enterprise in any capacity that such business it may be competitive with deem appropriate in its discretion. (ii) Insofar as permitted by Applicable Law, the Partnership's business. Except as expressly provided herein or in the Development Contract, each Limited General Partner and each of their Affiliates (acting on its own behalf) may, notwithstanding this Agreement, engage in whatever activities they chooseit chooses, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner andPartner, except as expressly provided for, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any the General Partner or its Affiliates from engaging in such activities, or require any the General Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. (b) Without limiting the generality of the forgoing, with respect to the development of DSP hearing aid fitting systems, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1. (ciii) To the extent permitted by applicable law Applicable Law and except as otherwise provided in this Agreement or the Development ContractAgreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with the General any Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited any Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made entered into with an independent third party.. ARTICLE VII LIMITED

Independent Activities; Transactions With Affiliates. (a) The Partners recognize Managers shall be required to devote such time to the business and acknowledge that certain affairs of the Limited Partners Company as may be necessary to manage and certain Affiliates of operate the Limited Partners are currently Company, and shall continue be free to be separately engaged serve any other Person or enterprise in the hearing aid business, and any capacity that such business may be competitive with the Partnership's businessthey deem appropriate in their discretion. Except as expressly provided herein Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or in the Development Contract, each Limited Partner and each of Manager or their Affiliates may, notwithstanding this Agreement, engage from engaging in whatever activities they choose, whether the same are competitive with the Partnership Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Partnership Company or any Partner and, except as expressly provided for, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Partner other Member; or its Affiliates from engaging in such activities, or (ii) require any Partner Member or its Affiliates Manager to permit the Partnership Company or any other Partner Manager or its Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, and each Partner Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. (b) Without limiting the generality of the forgoing, with respect to the development of DSP hearing aid fitting systems, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1. (c) To the extent permitted by applicable law and except as otherwise provided in subject to the provisions of this Agreement or the Development ContractAgreement, the General Partner, when acting on behalf of the Partnership, is Managers are hereby authorized to cause the Company to purchase property Property from, sell property Property to, or otherwise deal with the General Partner, acting on its own behalfwith, any Affiliate of the General Partner, Member (including any Limited PartnerMember who is also a Manager), or any Affiliate of a Limited Partner, any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership Company than if the sale, purchase or other transaction had been made entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. For such transactions the Managers shall, as fiduciaries, determine such arrangements are in the best interest of the Company. All such transactions shall be embodied in a written contract, the material terms of which shall be fully disclosed to the Members. Such a contract may only be modified by vote of a majority of the then outstanding Membership Interest. Such a contract shall contain a clause allowing termination without penalty on sixty (60) days notice. Managers shall not engage in reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition, Officers and Managers can only purchase the Company’s securities being sold to the public at a price equal to that paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. (a) The Partners recognize General Partner and acknowledge that certain any of its Affiliates shall be required to devote only such time to the affairs of the Limited Partners Partnership as the General Partner determines in its sole discretion may be necessary to manage and certain Affiliates of operate the Limited Partners are currently and shall continue to be separately engaged in the hearing aid businessPartnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that such business it may be competitive with deem appropriate in its discretion. (b) To the Partnership's business. Except extent permitted by applicable law and except as expressly otherwise provided herein or in the Development Contract, each Limited Partner and each of their Affiliates may, notwithstanding this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in whatever an unlimited number of activities they chooseor businesses, whether any one or more of which may be related to the same are competitive with activities or businesses of the Partnership or otherwisePartnership, without having or incurring any obligation to offer any interest in such activities or businesses to the Partnership or any Partner andPartner, except as expressly provided for, and neither this Agreement nor any activity undertaken pursuant hereto to this Agreement shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. (b) Without limiting . The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the generality of the forgoing, specific rights with respect to the development Partners' and their Affiliates' freedom of DSP hearing aid fitting systemsaction provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox in law or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1in equity. (c) To the extent permitted by applicable law and except as otherwise provided in this Agreement or the Development ContractAgreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, to or otherwise deal with the General any Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited any Partner, ; provided that any such purchase, sale or other transaction shall be in the ordinary course of the Partnership's business and shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third partyparty on prevailing market terms. The Partners agree that the Contribution Agreement, D&B Loans, D&B Guaranteed Loans, and the Lease Agreement satisfy this independent third-party standard and the Partners hereby authorize the General Partner to cause the Partnership to enter into the documents referenced in this Section 1.09(c). (d) Each Partner and any Affiliate thereof may also borrow money from, and transact other business with the Partnership and, subject to other applicable law, has the same rights and 9 obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in any Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner.

Independent Activities; Transactions With Affiliates. (a) The Partners recognize General Partner and acknowledge that certain any of its Affiliates shall be required to devote only such time to the affairs of the Limited Partners Partnership as the General Partner determines in its sole discretion may be necessary to manage and certain Affiliates of operate the Limited Partners are currently and shall continue to be separately engaged in the hearing aid businessPartnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that such business it may be competitive with deem appropriate in its discretion. (b) To the Partnership's business. Except extent permitted by applicable law and except as expressly otherwise provided herein or in the Development Contract, each Limited Partner and each of their Affiliates may, notwithstanding this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in whatever an unlimited number of activities they chooseor businesses, whether any one or more of which may be related to the same are competitive with activities or businesses of the Partnership or otherwisePartnership, without having or incurring any obligation to offer any interest in such activities or businesses to the Partnership or any Partner andPartner, except as expressly provided for, and neither this Agreement nor any activity undertaken pursuant hereto to this Agreement shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. (b) Without limiting . The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the generality of the forgoing, specific rights with respect to the development Partners’ and their Affiliates’ freedom of DSP hearing aid fitting systemsaction provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox in law or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1in equity. (c) To the extent permitted by applicable law and except as otherwise provided in this Agreement or the Development ContractAgreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, to or otherwise deal with the General any Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited any Partner, ; provided that any such purchase, sale or other transaction shall be in the ordinary course of the Partnership’s business and shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third partyparty on prevailing market terms. The Partners agree that the 2003 IMS Lease, the Demand Loans, IMS Health Guaranteed Demand Loans, the Demand Notes, the Fifth CMS Contribution Agreement, any Term Note to Spartan entered into pursuant to Section 5.03(j) hereof and any Master Lease entered into pursuant to Section 5.04(h) hereof satisfy this independent third-party standard and the Partners hereby authorize the General Partner to cause the Partnership or the Partnership Subsidiary to enter into the documents referenced in this Section 1.09(c) or confirm that the General Partner was authorized to cause the Partnership or the Partnership Subsidiary to have entered into the documents referenced in this Section 1.09(c) that were entered into prior to the Closing Date. (d) Each Partner and any Affiliate thereof may also borrow money from, and transact other business with the Partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in any Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner.

Independent Activities; Transactions With Affiliates. (a) The Partners recognize General Partner and acknowledge that certain any of its Affiliates shall be required to devote only such time to the affairs of the Limited Partners Partnership as the General Partner determines in its sole discretion may be necessary to manage and certain Affiliates of operate the Limited Partners are currently and shall continue to be separately engaged in the hearing aid businessPartnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that such business it may be competitive with deem appropriate in its discretion. (b) To the Partnership's business. Except extent permitted by applicable law and except as expressly otherwise provided herein or in the Development Contract, each Limited Partner and each of their Affiliates may, notwithstanding this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in whatever an unlimited number of activities they chooseor businesses, whether any one or more of which may be related to the same are competitive with activities or businesses of the Partnership or otherwisePartnership, without having or incurring any obligation to offer any interest in such activities or businesses to the Partnership or any Partner andPartner, except as expressly provided for, and neither this Agreement nor any activity undertaken pursuant hereto to this Agreement shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner or its Affiliates to permit the Partnership or any other Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. (b) Without limiting . The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the generality of the forgoing, specific rights with respect to the development Partners’ and their Affiliates’ freedom of DSP hearing aid fitting systemsaction provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, scientific research programs (including algorithm development), clinical field testing and collateral marketing arrangements, Danavox and ReSound may conduct such activities independently or, if both Danavox and ReSound agree, jointly through the Development Contract with the Partnership. Any developments resulting from the independent activities of Danavox in law or ReSound need not be shared with any other Partner or the Partnership. If any product is sold to address a hearing loss need as well as other needs unrelated to hearing loss, none of the Partnership, Danavox or ReSound shall have any obligation to license the related technology to the Partnership or AL1in equity. (c) To the extent permitted by applicable law and except as otherwise provided in this Agreement or the Development ContractAgreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, to or otherwise deal with the General any Partner, acting on its own behalf, any Affiliate of the General Partner, any Limited Partner, or any Affiliate of a Limited any Partner, ; provided that any such purchase, sale or other transaction shall be in the ordinary course of the Partnership’s business and shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third partyparty on prevailing market terms. The Partners agree that the Release, the 2004 Media Lease, the Demand Loans, the Media Guaranteed Demand Loans, the Demand Notes, the Software Purchase Agreement, any Term Note to Athenian, and any fees paid pursuant to Section 5.06(d) hereof shall satisfy this independent third-party standard and the Partners hereby authorize the General Partner to cause the Partnership or the Partnership Subsidiary to enter into the documents referenced in this Section 1.09(c) or confirm that the General Partner was authorized to cause the Partnership or the Partnership Subsidiary to enter into the documents referenced in this Section 1.09(c) that were entered into prior to the Closing Date. (d) Each Partner and any Affiliate thereof may also borrow money from, and transact other business with the Partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in the Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of the Limited Partner.