Common use of Other Businesses; Waiver of Certain Duties Clause in Contracts

Other Businesses; Waiver of Certain Duties. (a) Each Stockholder (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none of the Sponsors has any duty to any other Stockholder or to the Company or any of its subsidiaries other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that, (A) in the event of any conflict of interest between the Company or any of its subsidiaries, on the one hand, and any Sponsor, on the other hand, such Sponsor (or its respective Sponsor Directors acting in his or her capacity as a director) may act in its best interest and (B) no Sponsor (or its respective Sponsor Directors acting in his or her capacity as a director), shall be obligated (1) to reveal to the Company or its subsidiaries confidential information belonging to or relating to the business of such person or (2) to recommend or take any action in its capacity as such Stockholder or director, as the case may be, that prefers the interest of the Company or its subsidiaries over the interest of such person; and (iii) waives any claim or cause of action against any Sponsor, any Sponsor Director and any officer, employee, agent or Affiliate of any such person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.05(c)(i) through (ii). (b) Each Stockholder agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.05 shall not apply to any alleged claim or cause of action against a Sponsor Director, Sponsor, any of a Sponsor’s Affiliates or any of their respective employees, officers, directors, agents or authorized representatives based upon the breach or nonperformance by such person of this Agreement or other agreement to which such person is a party. The provisions of this Section 5.05, to the extent that they restrict the duties and liabilities of a Sponsor or Sponsor Director otherwise existing at law or in equity, are agreed by the Stockholders to replace such other duties and liabilities of such Sponsors or Sponsor Director to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) 10.15.1. Each Stockholder (for itself and on behalf of the Company) Shareholder hereby, to the fullest extent permitted by applicable lawLaw: (ia) confirms that none of no Shareholder (including the Sponsors Principal Shareholders) has any duty to any other Stockholder Shareholder or to the Company or any of its subsidiaries Subsidiaries other than the specific covenants and agreements set forth in this Shareholders Agreement; (iib) acknowledges and agrees that, that (A) in the event of any conflict of interest between the Company or any of its subsidiariesSubsidiaries, on the one hand, and any SponsorShareholder, on the other hand, such Sponsor (or its respective Sponsor Directors acting in his or her capacity as a director) the Shareholder may act in its best interest interests and (B) no Sponsor (or its respective Sponsor Directors acting in his or her capacity as a director), none of the Shareholders shall be obligated (1) to reveal to the Company or its subsidiaries Subsidiaries confidential information belonging to or relating to the business of such person Person or (2) to recommend or take any action in its capacity as such Stockholder or directorShareholder, as the case may be, that prefers the interest of the Company or its subsidiaries Subsidiaries over the interest of such personPerson; and (iiic) waives any claim or cause of action against any Sponsoreach other Shareholder, any Sponsor Director and any each officer, employee, agent or and Affiliate of any such person Person that may from time to time arise in respect of a breach by any such person Person of any duty or obligation disclaimed under Section 5.05(c)(i10.15.1(a) through or (iib). (b) 10.15.2. Each Stockholder Shareholder agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.05 10.15 shall not apply to any alleged claim or cause of action against a Sponsor Directorthe Shareholders, Sponsor, or any of a Sponsor’s Affiliates the Shareholders’ respective Affiliates, or any of their respective employees, officers, directors, agents or authorized representatives representatives, based upon the breach or nonperformance by such person of this Shareholders Agreement or any other agreement to which such person is a party. 10.15.3. The provisions of this Section 5.0510.15, to the extent that they restrict the duties and liabilities of a Sponsor or Sponsor Director the Shareholders otherwise existing at law or in equity, are agreed by the Stockholders Shareholders to replace such other duties and liabilities of such Sponsors or Sponsor Director the Shareholders to the fullest extent permitted by applicable lawLaw. 10.15.4. [Reserved]. 10.15.5. Each Shareholder hereby agrees to indemnify, defend and hold harmless all other Shareholders and their respective Shareholder Indemnitees, to the fullest extent permitted by Law, from and against any and all Losses arising from any claims or causes of action it brings against such other Shareholders or their respective Shareholder Indemnitees that are contrary to the waivers, limitations, acknowledgments and agreements set forth in this Section 10.15, including any claim of cause of action arising in respect of breach by any such Person of any duty or obligation disclaimed under Section 10.15.1.