Common use of Other Business Activities Clause in Contracts

Other Business Activities. The Parties expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (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, if any (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 any Company Subsidiaries; (iii) neither Member nor its Affiliates will be prohibited by virtue of its investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any 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 Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties expressly (a) authorize and consent to the involvement of any Member and/or its Affiliates in any Other Business, and (b) 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 or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) Managing Member and the Members and their Affiliates Management Company Group 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, if any Subsidiaries (an “Other Business”); (ii) Managing Member and the Members and their Affiliates Management Company Group have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Management Company SubsidiariesGroup; (iii) neither subject to the provisions of Section 11.01, none of Managing Member nor its Affiliates or the Management Company Group will be prohibited by virtue of its Managing Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of Managing Member or the Members or its Affiliates or Representatives Management Company Group will be obligated to inform the Company or any other Member of any such 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; (v) subject to the provisions of Section 11.01, nothing contained herein shall limit, prohibit or restrict any Board designee of a the Managing Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 Managing Member or the other MemberManagement Company Group. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties The parties hereto expressly (a) authorize and consent to the involvement of any Managing Member and/or its Affiliates the Management Company Group in any Other Business; provided, that any transactions between the Company and/or the Management Company Group and (b) an Other Business will be on terms no less favorable to the Company and/or the Management Company Group than would be obtainable in a comparable arm’s-length transaction. The Management Members 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 or any Member.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members 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 SubsidiariesSubsidiary (any such other investment or relationship, if any (an “Other Business”); (ii) none of the Members and or their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company Subsidiaries; (iii) neither Member nor its Affiliates will be prohibited by virtue of its investment the Members’ investments in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members or its their Affiliates or Representatives 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 Board designee of a Member Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Company and the no other Member or Permitted Transferee 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Members or their Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Members and/or its their Affiliates in any Other Business; provided, that any transactions between the Company and/or any Company Subsidiaries and (b) an Other Business will be on terms no less favorable to the Company and/or any 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 applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or Company, any Member or Permitted Transferee or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company Company, any Member or any MemberPermitted Transferee.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (ia) the Members each Shareholder and their respective 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 that are engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any (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 (any Company Subsidiariessuch other investment or relationship, an “Other Business”); (iiib) neither Member nor its none of the Shareholders or their Affiliates will be prohibited by virtue of its investment such Shareholder’s investments in the Company from pursuing and engaging in any such activitiesOther Business; (iv) c); none of the Members Shareholders or its their respective Affiliates or Representatives will be obligated to inform the Company or any other Member Shareholder 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; (vd) nothing contained herein shall limit, prohibit or restrict any member of the Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Company and the no other Member Shareholder will not acquire, be provided with an option or opportunity to acquire, or shall not be entitled deemed to any interest or participation in any Other limit the range of possibilities to those ier Business as a result of the participation therein of the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Shareholders or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member each of the Shareholders and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or a Subsidiary of the Company and (b) any Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company 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 to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by such Persons Shareholder with respect to the Company or any Memberother Shareholder.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Sponsor and their its 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, if any Subsidiaries (an “Other Business”); (ii) the Members Sponsor and their its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither Member nor none of the Sponsor or its Affiliates will be prohibited by virtue of its the Sponsor’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members Sponsor or its Affiliates or Representatives will be obligated to :inform the Company or any other Management Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any 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 Board designee of a Member Series B Manager from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member Management 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Sponsor or its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Sponsor and/or its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 or any Member.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (ia) the Members each Shareholder and their respective 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 that are engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any (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 (any Company Subsidiariessuch other investment or relationship, an “Other Business”); (iiib) neither Member nor its none of the Shareholders or their Affiliates will be prohibited by virtue of its investment such Shareholder’s investments in the Company from pursuing and engaging in any such activitiesOther Business; (ivc) none of the Members Shareholders or its their respective Affiliates or Representatives will be obligated to inform the Company or any other Member Shareholder 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; (vd) nothing contained herein shall limit, prohibit or restrict any member of the Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Company and the no other Member Shareholder will not acquire, be provided with an option or opportunity to acquire, or shall not be entitled deemed to any interest or participation in any Other limit the range of possibilities to those ier Business as a result of the participation therein of the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Shareholders or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member each of the Shareholders and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or a Subsidiary of the Company and (b) any Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company 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 to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by such Persons Shareholder with respect to the Company or any Memberother Shareholder.

Other Business Activities. (a) The Parties expressly Members acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: : (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, if any (an “Other Business”); ; (ii) the Members and their Affiliates may have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company Subsidiaries; Company; (iii) neither Member nor its Affiliates none of the Members will be prohibited by virtue of its the Member’s investment in the Company from pursuing and engaging in any such activities; ; (iv) none of the Members or its Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any 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; and (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member the Manager from serving on the board of directors or other governing body or committee of any Other Business; and . (vib) the Company and the other Member 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 the other Member. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties expressly (a) The Members authorize and consent to the involvement of any a Member and/or its Affiliates in any Other Business; provided, that any transactions between the Company and (b) an Other Business will be on terms no less favorable to the than would be obtainable in a comparable arm’s-length transaction. The Members 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 or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (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 agreements, or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any 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 any the Company Subsidiaries; (iii) neither Member nor its none of the Members or their Affiliates will be prohibited by virtue of its the Sponsor's investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its their Affiliates or Representatives will be obligated to inform the Company or any other Management Member of any such opportunity, relationship relationship, or investment (a “Company Opportunity”) or to present any 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 prohibit, or restrict any Board designee of a Member the Members from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member Management 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Members or their Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Members and/or its their Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 or any Member.. ACCOUNTING; TAX MATTERS

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members each Member and their its respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements Agreements, or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members each Member and their its respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither none of any Member nor or its respective Affiliates will be prohibited by virtue of its investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members any Member or its respective Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship relationship, or investment (a “Company Opportunity”) or to present any 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 prohibit, or restrict any Board designee of a Member the Initial Members from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Initial Members or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Initial Members and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 or any Member.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Controlling Stockholder 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 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 SubsidiariesSubsidiary (any such other investment or relationship, if any (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 any Company Subsidiaries; (iii) neither Member nor its Affiliates no Stockholder will be prohibited by virtue of its investment their shareholding in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members Controlling Stockholder or its Affiliates or Representatives 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 Board designee of a Member Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Company and the no other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Controlling Stockholder or its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Controlling Stockholder and/or its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 parties hereto, including the Corporation, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members DTV Holding 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 Corporation or any Subsidiary that are engaged in the business of the CompanyCorporation or any Subsidiary, other than through the Company and the Company Subsidiaries, if any (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 Corporation or any Company SubsidiariesSubsidiary (any such other investment or relationship, an "Other Business"); (iiiii) neither Member nor none of DTV Holding or its Affiliates will be prohibited by virtue of its DTV Holding's investment in the Company Corporation from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members DTV Holding or its Affiliates or Representatives will be obligated to inform the Company Corporation 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 Corporation, and the Company Corporation 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 Board designee of a Member DTV Holding Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Company and the no other Member 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 the other Memberany of DTV Holding or its Affiliates. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties The parties hereto expressly (a) authorize and consent to the involvement of any Member DTV Holding and/or its Affiliates in any Other Business; provided, that any transactions between the Corporation and/or the Subsidiaries and (b) an Other Business will be on terms no less favorable to the Corporation and/or the 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 to the Company Corporation or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company Corporation or any MemberStockholder.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Initial Member and their each of its 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, if any (an “Other Business”); (ii) the Members Initial Member and their each of its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company SubsidiariesCompany; (iii) neither none of the Initial Member nor any of its Affiliates will be prohibited by virtue of its the Initial Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or Initial Member nor any of its Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any a 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 Board designee director, member or manager of a the Initial Member or any of their respective Affiliates from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Initial Member Non-Competition Agreement and or any other binding written agreement between the Parties, the Parties of its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any the Initial Member and/or its Affiliates in any Other Business. The parties hereto expressly agree and acknowledge that the Board shall have the right to cause the Company to enter into any transaction or contract with any Other Business; provided, that any transaction or contract between the Company and (b) such Other Business will be on terms no less favorable to the Company 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 or any Member.