Common use of Waiver of Corporate Opportunity Clause in Contracts

Waiver of Corporate Opportunity. To the fullest extent permitted by the applicable law, Xxxxxx agrees that the Investor Director, any Initial Nominee, the E Investor Group and any Affiliate or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as Parent, Opco or any of their Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable law, Parent renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investment. Parent agrees that, subject to any express agreement otherwise that may from time to time be in effect, in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to Parent, Opco or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue to have an obligation, consistent with his or her fiduciary duties to Parent, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable law, Parent hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Director, and waives any claim against each Covered Person arising in connection with or relating to the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.

Waiver of Corporate Opportunity. (a) To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or investments of any Covered Person as currently conducted its Subsidiaries might reasonably be deemed to have pursued or as may be conducted in had the future, and waives any claim of corporate ability or desire to pursue if granted the opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investmentdo so. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effectSection 4.6(b), in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such corporate opportunity business opportunity, to Parent (except as provided the Company or its Subsidiaries, or uses such knowledge and understanding in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.manner described

Waiver of Corporate Opportunity. To the fullest extent permitted by the applicable law, Xxxxxx agrees that the any Investor Director, any Initial Nominee, the E R Investor Group and any Affiliate or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as Parent, Opco or any of their Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable law, Parent renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investment. Parent agrees that, subject to any express agreement otherwise that may from time to time be in effect, in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to Parent, Opco or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue to have an obligation, consistent with his or her fiduciary duties to Parent, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable law, Parent hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Director, and waives any claim against each Covered Person arising in connection with or relating to the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E R Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.

Waiver of Corporate Opportunity. (a) To the fullest extent permitted by the applicable law, Xxxxxx the Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties the terms and conditions of confidentiality to Parent and its Subsidiaries and related restrictions on use Section 6.06 of information applicable to them, including under Section 6.13the Purchase Agreement. To the fullest extent permitted by applicable law, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons (other than as set forth in any business Section 3.05(b)), even if the opportunity is one that the Company or investments its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. Subject to the terms and conditions of any Covered Person as currently conducted or as may be conducted in Section 6.06 of the futurePurchase Agreement, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investment. Parent the Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effectSection 3.05(b), in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable law, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries, or uses such knowledge and understanding in the manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 3.05 and is entitled to rely upon and enforce the rights and obligations granted herein. In addition to and notwithstanding the foregoing, a corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group shall not be deemed to belong to Parent the Company if it is a business opportunity that the Company is not financially able or is expressly offered contractually permitted or legally able to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parentundertake.

Waiver of Corporate Opportunity. To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest expectancy of the Company and its Subsidiaries in any Exempted Persons offering the Company or expectancy its Subsidiaries an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons; provided, however, the foregoing shall not prohibit the Company or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation its Subsidiaries from participating in any such business or investmentopportunities. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effect, in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in shareholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such corporate opportunity business opportunity, to Parent (except as provided the Company or its Subsidiaries, or uses such knowledge and understanding in the proviso manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 5.6 and is entitled to rely upon and enforce the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.rights and obligations granted herein. “

Waiver of Corporate Opportunity. (a) To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or investments of any Covered Person as currently conducted its Subsidiaries might reasonably be deemed to have pursued or as may be conducted in had the future, and waives any claim of corporate ability or desire to pursue if granted the opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investmentdo so. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effectSection 4.6(b), in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in shareholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such corporate opportunity business opportunity, to Parent (except as provided the Company or its Subsidiaries, or uses such knowledge and understanding in the proviso manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 4.6 and is entitled to rely upon and enforce the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.rights and obligations granted herein. “

Waiver of Corporate Opportunity. (a) To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or investments of any Covered Person as currently conducted its Subsidiaries might reasonably be deemed to have pursued or as may be conducted in had the future, and waives any claim of corporate ability or desire to pursue if granted the opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investmentdo so. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effectSection 4.6(b), in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such corporate opportunity business opportunity, to Parent (except as provided the Company or its Subsidiaries, or uses such knowledge and understanding in the proviso manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 4.6 and is entitled to rely upon and enforce the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.rights and obligations granted herein. “

Waiver of Corporate Opportunity. To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest expectancy of the Company and its Subsidiaries in any Exempted Persons offering the Company or expectancy its Subsidiaries an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons; provided, however, the foregoing shall not prohibit the Company or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation its Subsidiaries from participating in any such business or investmentopportunities. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effect, in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in shareholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries, or uses such knowledge and understanding in the manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 5.6 and is entitled to rely upon and enforce the rights and obligations granted herein. “Exempted Person” shall mean the Investor Parties, their respective Affiliates and each of their respective partners, principals, directors, officers, members, managers, managing directors, operating partners and/or employees, as applicable. In addition to and notwithstanding the foregoing, a corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group shall not be deemed to belong to Parent the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Company’s business or is expressly offered of no practical advantage to a Covered Person it or that is one in writing solely in his which the Company has no interest or her capacity as a Director shall belong to Parentreasonable expectancy.

Waiver of Corporate Opportunity. To the fullest extent permitted by the applicable law, Xxxxxx the Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate fiduciary duty to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13subsidiaries. To the fullest extent permitted by applicable law, Parent the Company, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in any in, business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investment. Parent agrees that, subject to any express agreement otherwise opportunities that may are from time to time be in effectavailable to the Exempted Persons, in even if the event opportunity is one that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent Company or its Subsidiaries, subsidiaries might reasonably be deemed to have pursued or had the Covered ability or desire to pursue if granted the opportunity to do so. The Company hereby further agrees that each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which it operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable law, Parent hereby renounces shall not be liable to the Company or any interest of its subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personsuch business opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries, or uses such knowledge and understanding in the manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 7.10 and is entitled to rely upon and enforce the rights and obligations granted herein. “Exempted Person” shall mean Xxxx Capital Life Sciences, and all of their respective partners, principals, directors, officers, members, managers, managing directors, operating partners and/or employees, including any of the foregoing who serve as officers or directors of the Company, including the director named in Section 7.9. In addition to and notwithstanding the foregoing, a corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group shall not be deemed to belong to Parent the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Company’s business or is expressly offered of no practical advantage to a Covered Person it or that is one in writing solely in his which the Company has no interest or her capacity as a Director reasonable expectancy. The Company hereby covenants and agrees that it shall belong to Parentnot take any action, or adopt any resolution, inconsistent with the provisions of this Section 7.10.

Waiver of Corporate Opportunity. (a) To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor Director, Exempted Persons shall not have any Initial Nominee, the E Investor Group and any Affiliate obligation to refrain from engaging directly or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or indirectly in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in any in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or investments of any Covered Person as currently conducted its Subsidiaries might reasonably be deemed to have pursued or as may be conducted in had the future, and waives any claim of corporate ability or desire to pursue if granted the opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investmentdo so. Parent The Company hereby further agrees that, subject to any express agreement otherwise that may from time to time be in effectSection 4.6(b), in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her capacity as a Director and (ii) Parent or its Subsidiaries, the Covered each Exempted Person shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, Opco voting, monitoring, governance or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directordirector or officer or otherwise, and waives any claim against each Covered Person arising in connection with or relating to solely by reason of the fact that such Covered Exempted Person (A) pursues or acquires any corporate such business opportunity, directs such business opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to Parent (except as provided in the proviso to the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parent.to

Waiver of Corporate Opportunity. To the fullest extent permitted by applicable Law, the applicable law, Xxxxxx Company hereby agrees that the Investor DirectorPurchasers and their respective Affiliates (including, any Initial Nomineebut not limited to, the E Investor Group and Apollo Purchaser Designee) shall not have any Affiliate obligation to refrain from engaging, directly or portfolio company thereof (collectivelyindirectly, “Covered Persons”) may, and shall have no duty not to, (a) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar business activities or lines of business as Parent, Opco the Company or any of their its Subsidiaries; (b) do business with any client, customer, vendor or lessor of any of Parent, Opco or any of their Affiliates; and/or (c) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries may make investments; provided that Covered Persons remain subject to all duties of confidentiality to Parent and its Subsidiaries and related restrictions on use of information applicable to them, including under Section 6.13. To the fullest extent permitted by applicable lawLaw, Parent the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in any in, business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim of corporate opportunity against a Covered Person arising in connection with or relating to a such Covered Person’s participation in any such business or investment. Parent agrees that, subject to any express agreement otherwise opportunities that may are from time to time be available to the Purchasers or their respective Affiliates (other than with respect to any information or materials delivered or made available to the Apollo Purchaser Director in effect, in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (i) the Covered Person outside of his or her such Apollo Purchaser Director’s capacity as a Director and (ii) Parent director or the Apollo Purchaser Observer in such Apollo Purchaser Observer’s capacity as an observer), even if the opportunity is one that the Company or its SubsidiariesSubsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Company hereby further agrees that the Purchasers and their respective Affiliates (including, but not limited to, the Covered Person Apollo Purchaser Designee) shall not have any no duty to communicate or offer or communicate information regarding such corporate business opportunity to Parentthe Company (and that there shall be no restriction on the Purchasers using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained from consummating the Transactions in considering and pursuing such opportunities or in making investments, Opco voting, monitoring or any of their Subsidiaries; provided, for the avoidance of doubt, if such corporate opportunity otherwise comes before the Board, a Covered Person that is a Director will continue other decisions relating to have an obligation, consistent with his other entities or her fiduciary duties to Parentsecurities) and, to disclose his or her interest in such corporate opportunity. To the fullest extent permitted by applicable lawLaw, Parent hereby renounces shall not be liable to the Company or any interest of its Subsidiaries or expectancy in stockholders for breach of any potential transaction fiduciary, standard of care or matter of which the Covered Person acquires knowledgeother duty, except as subject to any express agreement otherwise that may from time to time be in effect or for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a Directorstockholder, and waives any claim against each Covered Person arising in connection with director or relating to officer or otherwise, solely by reason of the fact that the Purchasers or their respective Affiliates pursue or acquire such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other personbusiness opportunity, (B) directs, recommends, sells, assigns or otherwise transfers directs such corporate business opportunity to another person or (C) does not communicate fails to present such business opportunity, or information regarding such corporate opportunity business opportunity, to Parent (except as provided the Company or its Subsidiaries, or uses such knowledge and understanding in the proviso manner described herein. The Company and the Board have taken, or will take, all necessary Board action to effect the immediately preceding sentence); provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group to belong to Parent or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parentforgoing.