Common use of No Expansion of Duties Clause in Contracts

No Expansion of Duties. The parties acknowledge that the Investors and their Investor Affiliates have investments in other business similar to and which may compete with the Corporation's businesses ("Competing Businesses") and reserve the right to make additional investments in other Competing Businesses independent of their investments in the Corporation. By virtue of an Investor holding Shares or by having persons designated by or affiliated with such Investor serving on the Board or any Subsidiary's Board of Directors (or the functional equivalent thereof in the case of non-corporate Subsidiaries) or otherwise, no Investor nor any of the Investor Affiliates shall have any obligation to the Corporation, any Subsidiary or any holder of Shares to refrain from competing with the Corporation or any Subsidiary, making investments in Competing Businesses, otherwise engaging in any commercial activity, and none of the Corporation, any Subsidiary or any holder of Shares (other than such Investor) shall have any right with respect to any such investments or activities undertaken by such Investor. Without limitation of the foregoing, each Investor or any Investor Affiliates may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Corporation or any Subsidiary, and none of the Corporation, any Subsidiary or any holder of Shares (other than the Investor) shall have any rights or expectancy by virtue of such Investor's relationships with the Corporation, any Subsidiary, this Agreement or otherwise in and to such independent ventures or the income of profits derived therefrom; and the pursuit of any such venture, even if such investment is in a Competing Business, shall not be deemed wrongful or improper. No Investor nor any Investor Affiliates shall be obligated to present any particular investment opportunity to the Corporation or any Subsidiary even if such opportunity is of a character that, if presented to the Corporation or a Subsidiary, could be taken by the Corporation or such Subsidiary, and the Investor and their Investor Affiliates shall continue to have the right to take for their own respective account or to recommend to others any such particular investment opportunity.

No Expansion of Duties. The parties acknowledge that the Investors and Financial Investors, their Investor Affiliates and Canadian National Railway Company ("CN") and CN's Affiliates have investments in other business similar to and which may compete with the Corporation's businesses ("Competing Businesses") and reserve the right to make additional investments in other Competing Businesses independent of their investments in the Corporation. By virtue of an a Financial Investor or CN holding Shares or by having persons designated by or affiliated with such Investor person serving on the Board or any Subsidiary's Board of Directors (or the functional equivalent thereof in the case of non-corporate Subsidiaries) or otherwise, no Investor nor Financial Investor, any of the Investor Affiliates, CN nor CN's Affiliates shall have any obligation to the Corporation, any Subsidiary or any holder of Shares to refrain from competing with the Corporation or any Subsidiary, making investments in Competing Businesses, otherwise engaging in any commercial activity, and none of the Corporation, any Subsidiary or any holder of Shares (other than such Investorperson) shall have any right with respect to any such investments or activities undertaken by such InvestorFinancial Investor or CN. Without limitation of the foregoing, each Investor or Financial Investor, any Investor Affiliates, CN or CN's Affiliates may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Corporation or any Subsidiary, and none of the Corporation, any Subsidiary or any holder of Shares (other than the Investorperson) shall have any rights or expectancy by virtue of such Investorperson's relationships with the Corporation, any Subsidiary, this Agreement or otherwise in and to such independent ventures or the income of profits derived therefrom; and the pursuit of any such venture, even if such investment is in a Competing Business, shall not be deemed wrongful or improper. No Investor nor Financial Investor, any Investor Affiliates, CN nor CN's Affiliates shall be obligated to present any particular investment opportunity to the Corporation or any Subsidiary even if such opportunity is of a character that, if presented to the Corporation or a Subsidiary, could be taken by the Corporation or such Subsidiary, and the Investor and Financial Investor, their Investor Affiliates, CN or CN's Affiliates shall continue to have the right to take for their own respective account or to recommend to others any such particular investment opportunity.

No Expansion of Duties. The parties acknowledge that the Investors Institutional Investor Members and their Investor Affiliates are in the business of making investments in, and have investments in in, other business businesses similar to and which that may compete with the Corporation's businesses of the Company and its direct and indirect subsidiaries ("Competing Businesses") and reserve the right to make additional investments in other Competing Businesses independent of their investments in the CorporationCompany. By virtue of an Institutional Investor Member holding Shares interests in the Company or by having persons individuals designated by or affiliated with such Institutional Investor Member serving on or observing at meetings of the Board or any Subsidiary's Board of Directors (or the functional equivalent thereof in the case of non-corporate Subsidiaries) Managers or otherwise, no Institutional Investor Member nor any of the Institutional Investor Members' respective Affiliates shall have any obligation to the CorporationCompany, any Subsidiary or any holder of Shares Member to refrain from competing with the Corporation or Company and any Subsidiary, making investments in Competing Businesses, or otherwise engaging in any commercial activity, ; and none of the CorporationCompany, any Subsidiary or any holder of Shares (other than such Investor) Member shall have any right with respect to any such other investments or activities undertaken by such InvestorInstitutional Investor Member. Without limitation of the foregoing, each Institutional Investor Member or any Investor Affiliates thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Corporation Company or any Subsidiary, and none of the CorporationCompany, any Subsidiary or any holder of Shares Institutional Member (other than the Investorsuch Investor Member) shall have any rights or expectancy by virtue of such InvestorInstitutional Investor Member's relationships with the Corporation, any SubsidiaryCompany, this Agreement or otherwise in and to such independent ventures or the income of or profits derived therefrom; and the pursuit of any such venture, even if such investment is in a Competing Business, Business shall not be deemed wrongful or improper. No Institutional Investor Member nor any Investor of their respective Affiliates shall be obligated to present any particular investment opportunity to the Corporation Company or any Subsidiary even if such opportunity is of a character that, if presented to the Corporation Company or a Subsidiary, could be taken by the Corporation or such SubsidiaryCompany, and the Investor Members and their Investor respective Affiliates shall continue to have the right to take for their own respective account or to recommend to others any such particular investment opportunity.

No Expansion of Duties. The parties acknowledge that the Investors and their Investor Affiliates have investments in other business businesses similar to and which may compete with the CorporationCompany's businesses business ("Competing BusinessesCOMPETING BUSINESSES") and reserve the right to make additional investments in other Competing Businesses independent of their investments in the CorporationCompany. By virtue of an Investor the Investors holding Shares or by having persons designated by or affiliated with such Investor the Investors serving on the Board or any Subsidiary's Board of Directors (or the functional equivalent thereof in the case of non-corporate Subsidiaries) or otherwise, no Investor nor or any of the Investor its Affiliates shall have any obligation to the CorporationCompany, any Subsidiary or any holder of Shares to refrain from competing with the Corporation Company or any Subsidiary, making investments in Competing Businesses, or otherwise engaging in any commercial activity, and none of the CorporationCompany, any Subsidiary or any holder of Shares (other than such Investor) shall have any right with respect to any such investments or activities undertaken by such Investor. Without limitation of the foregoing, each Investor or any Investor the Investors and their Affiliates may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Corporation Company or any Subsidiary, and none of the CorporationCompany, any Subsidiary or any holder of Shares (other than the InvestorInvestors) shall have any rights or expectancy by virtue of such Investor's the Investors' relationships with the CorporationCompany, any Subsidiary, this Agreement or otherwise in and to such independent ventures or the income of profits derived therefrom; and the pursuit of any such venture, even if such investment is in a Competing Business, shall not be deemed wrongful or improper. No Investor None of the Investors nor any Investor of their Affiliates shall be obligated to present any particular investment opportunity to the Corporation Company or any Subsidiary even if such opportunity is of a character that, if presented to the Corporation Company or a Subsidiary, could be taken by the Corporation Company or such Subsidiary, and the Investor Investors and their Investor Affiliates shall continue to have the right to take for their own respective account or to recommend to others any such particular investment opportunity. Notwithstanding the foregoing, the Investors agree to keep confidential any Confidential Information (as defined herein) in accordance with Section 14 hereof.

No Expansion of Duties. The parties acknowledge that the Investors Datek Holders and their Investor Affiliates may have investments in other business businesses similar to and which may compete with the CorporationCompany's businesses ("Competing Businesses") and reserve the right to make additional investments in other Competing Businesses independent of their investments in the CorporationCompany. By virtue of an Investor a Datek Holder holding Shares or by having persons designated by or affiliated with such Investor Datek Holder serving on or observing at meetings of the Board or any of the Company's subsidiaries' (each, a "Subsidiary's Board ") respective boards of Directors directors (or the functional equivalent thereof in the case of non-corporate Subsidiaries) or otherwise, no Investor Datek Holder nor any of the Investor Datek Holders' respective Affiliates nor any Datek Director shall have any obligation to the CorporationCompany, any Subsidiary or any holder of Shares to refrain from competing with the Corporation Company or any Subsidiary, making investments in Competing Businesses, Businesses or otherwise engaging in any commercial activity, and none of the CorporationCompany, any Subsidiary or any holder of Shares (other than such InvestorDatek Holder) shall have any right with respect to any such investments or activities undertaken by such InvestorDatek Holder or other persons. Without limitation of the foregoing, each Investor Datek Holder or any Investor Affiliates thereof or any Datek Director may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Corporation Company or any Subsidiary, and none of the CorporationCompany, any Subsidiary or any holder of Shares (other than the InvestorDatek Holder) shall have any rights or expectancy by virtue of such InvestorDatek Holder's (or other person's) relationships with the CorporationCompany, any Subsidiary, this Agreement or otherwise in and to such independent ventures or the income of profits derived therefrom; and the pursuit of any such venture, even if such investment is in a Competing Business, shall not be deemed wrongful or improper. No Investor Datek Holder nor any Investor of its Affiliates nor any Datek Director shall be obligated to present any particular investment opportunity (so long as the opportunity did not arise by virtue of a Datek Director being a member of the Board) to the Corporation Company or any Subsidiary even if such opportunity is of a character that, if presented to the Corporation Company or a Subsidiary, could be taken by the Corporation Company or such Subsidiary, and the Investor Datek Holder and their Investor respective Affiliates and the Datek Directors shall continue to have the right to take for their own respective account or to recommend to others any such particular investment opportunity. The provisions of this Section 2.5 shall in no way limit or eliminate the Datek Holders' and their respective Affiliates' and the Datek Directors' duties, responsibilities and obligations with respect to any proprietary information of the Company and any Subsidiary, including the duty to not disclose or use such proprietary information improperly or to obtain therefrom an improper personal benefit. Except as otherwise set forth in this Section, this Section 2.5 shall not limit or eliminate the fiduciary duties of any Datek Director or otherwise be deemed to exculpate any such Datek Director from any breach of his or her fiduciary duties to the Company. The Company agrees that at the Effective Time its certificate of incorporation will contain a provision to this effect.