Common use of Other Business Activities Clause in Contracts

Other Business Activities. The parties hereto expressly acknowledge and agree that: (i) the Members and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of the Members or their Affiliates will be prohibited by virtue of the Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or their Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members or their Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members and their Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company any Member.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ia) the Members each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates are permitted to have, and presently have or may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iiib) none of the Members Calavo, Fresh Benefit or their respective Affiliates will be prohibited by virtue of the MemberCalavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (ivc) none of the Members Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Business Opportunity”) or to present Company Opportunitysuch Business Opportunity to the Company, and the Company hereby renounces any interest in a Company Business Opportunity and any expectancy that a Company Business Opportunity will be offered to it; (vd) nothing contained herein shall limit, prohibit or restrict any Member or Manager Director, who is also a Calavo director, from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members Calavo, Fresh Benefit or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members and Calavo, Fresh Benefit and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by Applicable Lawapplicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, subject to all confidentiality provisions contained in Section 6.4 and subject at all times to this Agreement: (i) the Members UABRF, CAPS and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); provided, however, that no such Other Businesses shall be a Directly Competitive Business (as defined below), provided, further, that UABRF may engage in an Other Business or have presently or in the future investments in an Other Business including a Directly Competitive Business as long as UABRF does not directly engage in partnering with or investing in a business that develops, sells or manufactures the Apo E Mimetic molecules, including AEM-28 and AEM-18 and analogs licensed pursuant to the License Agreement; (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of the Members or their Affiliates will be prohibited by virtue of the Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members UABRF, CAPS or their Affiliates will be obligated to inform the Company or any other Member Stockholder of any such business opportunity, relationship or investment (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viii) nothing contained herein shall limit, prohibit or restrict any Member or Manager appointed by the CAPS Majority Holders from serving on the board of directors or other governing body or committee of any Other Business; and (viiv) the Members Stockholders will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members UABRF, CAPS or their Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members and their CAPS and/or its Affiliates in any Other BusinessBusiness subject to the terms contained in this Section 6.5; provided, however, that any transactions between the Company and/or the Company Subsidiaries Subsidiaries, if any, and an Other Business will be on terms no less favorable to the Company and/or the any Company Subsidiaries Subsidiaries, if any, than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waiveFor purposes of this Section 6.5, to a “Directly Competitive Business” is a business that engages in the fullest extent permitted by Applicable Lawdevelopment, manufacture or sale of any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to molecules for the Company or any Member or to assert that such involvement constitutes a conflict treatment of interest by such Persons with respect to the Company any Memberhypercholesterolemia, hyperlipidemia, acute coronary syndrome, obesity and diabetes.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ia) the Members each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Dxxxx Xxxxxxx and Wxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates are permitted to have, and presently have or may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iiib) none of the Members Calavo, Fresh Benefit or their respective Affiliates will be prohibited by virtue of the MemberCalavo’s and Messrs. Oxxxxxx and Fxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (ivc) none of the Members Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Business Opportunity”) or to present Company Opportunitysuch Business Opportunity to the Company, and the Company hereby renounces any interest in a Company Business Opportunity and any expectancy that a Company Business Opportunity will be offered to it; (vd) nothing contained herein shall limit, prohibit or restrict any Member or Manager Director, who is also a Calavo director, from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members Calavo, Fresh Benefit or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members and Calavo, Fresh Benefit and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by Applicable Lawapplicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Dxxxx Xxxxxxx or Wxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons Calavo, Dxxxx Xxxxxxx or Wxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, subject to all confidentiality provisions contained in Section 7.01 and subject at all times to this Agreement: (i) the Members UABRF, CAPS and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); provided, however, that no such Other Businesses shall be a Directly Competitive Business (as defined below), provided further that UABRF may engage in an Other Business or have presently or in the future investments in an Other Business including a Directly Competitive Business as long as UABRF does not directly engage in partnering with or investing in a business that develops, sells or manufactures the Apo E Mimetic molecules, including AEM-28 and AEM-18 and analogs licensed pursuant to the License Agreement; (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of the Members or their Affiliates will be prohibited by virtue of the Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members UABRF, CAPS or their Affiliates will be obligated to inform the Company or any other Member of any such business opportunity, relationship or investment (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viii) nothing contained herein shall limit, prohibit or restrict any Member or Manager appointed by the CAPS Majority Unitholders from serving on the board of directors or other governing body or committee of any Other Business; and (viiv) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members UABRF, CAPS or their Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members and their CAPS and/or its Affiliates in any Other BusinessBusiness subject to the terms contained in this Section 7.02; provided, however, that any transactions between the Company and/or the Company Subsidiaries Subsidiaries, if any, and an Other Business will be on terms no less favorable to the Company and/or the any Company Subsidiaries Subsidiaries, if any, than would be obtainable in a comparable arm’sarm's-length transaction. The parties hereto expressly waiveFor purposes of this Section 7.02, to a “Directly Competitive Business” is a business that engages in the fullest extent permitted by Applicable Lawdevelopment, manufacture or sale of any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to molecules for the Company or any Member or to assert that such involvement constitutes a conflict treatment of interest by such Persons with respect to the Company any Memberhypercholesterolemia, hyperlipidemia, acute coronary syndrome, obesity and diabetes.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that: (i) the Members and their Affiliates members of the Vitruvian Group are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Subsidiary of the Company that are engaged in the business of the Company or any Subsidiary of the Company, other than through or that are or may be competitive with the Company and or any Subsidiary of the Company Subsidiaries (any such other investment or relationship, an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of the Members or their Affiliates members of the Vitruvian Group will be prohibited by virtue of the MemberVitruvian’s investment in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none the members of the Members or their Affiliates Vitruvian Group will not be obligated to inform the Company or any other Member Stockholder of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (viiv) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members or their Affiliatesmembers of the Vitruvian Group. The parties hereto expressly authorize and consent to the involvement of the Members and their Affiliates members of the Vitruvian Group in any Other Business; provided, that any transactions between the Company and/or the Company Company’s Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company Subsidiaries than would be obtainable in a comparable arm’sarm's-length transaction, and provided, further, that no Vitruvian Designee may serve on the board of directors or other governing body or committee of any such Other Business without the prior approval of the Board of the Company (excluding any Vitruvian Designee), such approval not to be unreasonably withheld. The parties hereto expressly waive, to the fullest extent permitted by Applicable Lawapplicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company any MemberStockholder.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that: (i) the Members Inpixon and their its Affiliates are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary, which are engaged in the business of the Company, other than through Company or any Company Subsidiary or that are or may be competitive with the Company and the or any Company Subsidiaries Subsidiary (any such other investment or relationship, an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of the Members Inpixon or their its Affiliates will be prohibited by virtue of the MemberInpixon’s investment in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) except as provided herein, none of the Members Inpixon or their its Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viv) nothing contained herein shall limit, prohibit or restrict any Member or Manager Inpixon Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Inpixon or its Affiliates; provided, however, that in the other Members or their Affiliatesevent that Inpixon’s Board of Directors determines to consummate a transaction related to a Company Opportunity involving an entity that is engaged in developing and providing solutions using sports data and analytics Inpixon agrees to provide the Steering Committee with thirty (30) days advance notice of the anticipated consummation of such Corporate Opportunity. The parties hereto expressly authorize and consent to the involvement of the Members and their Inpixon and/or its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any MemberStockholder.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that: (i) the Members 1992 Funds, the Whitebox Funds, the HB Directors, and the HB/WB Directors and their Affiliates, and, subject to its obligations in Section 5.03 of the Services Agreement, Pernix, the Pernix Directors and their Affiliates are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary that are engaged in the business of the CompanyCompany or any Company Subsidiary, other than through or that are or may be competitive with the Company and the or any Company Subsidiaries Subsidiary (any such other investment or relationship, an “Other Business”); (ii) none of the Members 1992 Funds and the Whitebox Funds and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none and, subject to its obligations in Section 5.03 of the Members or their Affiliates Services Agreement, Pernix and its Affiliates, will be prohibited by virtue of the Membersuch Person’s investment in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members 1992 Funds, the Whitebox Funds, the HB Directors, and the HB/WB Directors, or their Affiliates Affiliates, or, subject to its obligations in Section 5.03 of the Services Agreement, Pernix, the Pernix Directors or their Affiliates, will be obligated to inform the Company or any other Member Stockholder of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viv) nothing contained herein shall limit, prohibit or restrict any Member HB Director or Manager HB/WB Director, or, subject to Pernix’s obligations in Section 5.03 of the Services Agreement, any Pernix Director, from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the other Members 1992 Funds and the Whitebox Funds and their Affiliates or their Pernix and its Affiliates. The parties hereto expressly authorize and consent to the involvement of the Members 1992 Funds and the Whitebox Funds and their Affiliates Affiliates, and, subject to its obligations in Section 5.03 of the Services Agreement, Pernix and its Affiliates, in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transactiontransaction and shall be subject to Section 2.03(b)(vi)(c)(4). The parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company any MemberStockholder. Nothing herein shall limit the parties’ obligations under Section 5.02.