Right to Conduct Certain Activities Clause Samples

Right to Conduct Certain Activities. (a) The Company hereby agrees and acknowledges that the Elephant Parties and the KKR Parties and/or their Affiliates are professional investment funds and ▇▇▇▇▇▇▇ Sachs is in the business of venture capital, growth equity and private equity investing, and as such may invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, neither the Elephant Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the KKR Parties nor any of their respective Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Elephant Parties, ▇▇▇▇▇▇▇ Sachs, the KKR Parties or any of their respective Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of the Elephant Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the KKR Parties or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company agrees not to require the Investors or any of their Affiliates to (i) limit or restrict any of its business activities (including, without limitation, business activities of an Investor or any of its Affiliates in the same line of business as the Company or investments by an Investor or any of its Affiliates in any entity engaged in the same line of business of the Company), (ii) send any business opportunities to the Company or (iii) violate any duty or client confidence. (c) Notwithstanding anything to the contrary in this Agreement (including, without limitation, Section 2.12), the Purchase Agreement or in any of the other Transaction Agreements, none of the provisions herein or therein shall in any way limit ▇▇▇▇▇▇▇ Sachs, the KKR Parties or any of their respective Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principali...