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. (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 of its Subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, solely by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or 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 shall not be deemed to belong to the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake. (b) Notwithstanding Section 3.05(a), the Company does not renounce its interest in, and the provisions of Section 3.05(a) shall not apply to, any corporate or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except as subject business opportunity offered to any express agreement otherwise that may from time to time be in effect or for any corporate Exempted Person (including the IEP Group Designee) if such opportunity which is expressly (i) offered to a Covered Person in writing solely such person in his or her capacity as a Director, and waives any claim against each Covered Person arising in connection with director or relating to agent of 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 Company or (Cii) does not communicate information regarding such corporate the Exempted Person learns of the opportunity to Parent (except as provided in from 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 ParentCompany.

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. 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 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 4.6 and is entitled to rely upon and enforce the rights and obligations granted herein. “Exempted Person” shall mean the Investor Designee, the Investors, its 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 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 4.6.

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. To the fullest extent permitted by the applicable lawDGCL and subject to any express agreement otherwise that may from time to time be in effect, Xxxxxx the Corporation agrees that the Investor any Apollo Director, any Initial Nominee, the E Investor Group Apollo Entity and any Affiliate or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (ai) 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 the Corporation or any of their its Subsidiaries; (bii) do business with any client, customer, vendor or lessor of any of Parent, Opco the Corporation or any of their its Affiliates; and/or (ciii) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries the Corporation 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 lawthe DGCL and subject to any express agreement otherwise that may from time to time be in effect, Parent the Corporation 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 The Corporation 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 (ix) the Covered Person outside of his or her capacity as a Director member of the Board and (iiy) Parent the Corporation or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to Parent, Opco the Corporation or any of their its 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 lawthe DGCL, Parent the Corporation 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 Directormember of the Board, 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)Corporation; provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group Apollo Entities to belong to Parent the Corporation or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director member of the Board shall belong to Parentthe Corporation. Notwithstanding anything to the contrary herein, under no circumstances shall (i) an employee of the Corporation or any of its Subsidiaries be deemed to be a “Covered Person”, and (ii) the Corporation be deemed to have waived or renounced any interest or expectancy of the Corporation in, or in being offered any opportunity to participate in, any corporate, business, or investment opportunity that is presented to an employee of the Corporation or any of its Subsidiaries, irrespective of whether such employee (a) is a director or officer of the Corporation or any of its Subsidiaries or their respective Affiliates or (b) otherwise would be an Cover Person absent being an employee of the Corporation or any of its Subsidiaries.

Waiver of Corporate Opportunity. To the fullest extent permitted by the applicable law, Xxxxxx agrees In recognition that the Investor Director, any Initial NomineePurchasers, the E Investor Group Baupost Designees and any Affiliate the Baupost Observer currently have and will in the future have, or portfolio company thereof (collectivelywill consider, “Covered Persons”) mayinvestments in numerous companies with respect to which Purchasers, the Baupost Designees and the Baupost Observer may serve as an advisor, a director or in some other capacity, and shall in recognition that Purchasers, the Baupost Designees and the Baupost Observer have no duty not tomyriad duties to various investors and partners, (a) invest inand in anticipation that the Company and its Subsidiaries, carry on the one hand, and conductthe Purchasers, whether directlythe Baupost Designees and the Baupost Observer, or as a partner in any partnershipon the other hand, 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 may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 4.9 are set forth to regulate, define and guide the conduct of certain affairs of the Company as Parentthey may involve the Purchasers, Opco the Baupost Designees and the Baupost Observer, and, except as the Purchasers, the Baupost Designees and the Baupost Observer may otherwise agree in writing after the date hereof: (a) the Purchasers, the Baupost Designees and the Baupost Observer will have the right: (i) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of their business that are the same as or similar to those pursued by, or competitive with, the Company and its Subsidiaries; ), (bii) to directly or indirectly do business with any clientclient or customer of the Company and its Subsidiaries, customer(C) to take any other action that the Purchasers, vendor the Baupost Designees and the Baupost Observer believes in good faith is necessary to or lessor appropriate to fulfill its obligations as described in the first sentence of any of Parentthis Section 4.9 to third parties and (iii) not to communicate or present potential transactions, Opco matters or business opportunities to the Company 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 and to pursue, directly or indirectly, 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 Directoritself, and waives to direct 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 entity; (Cb) does not the Purchasers, the Baupost Designees and the Baupost Observer will have no duty (contractual or otherwise) to communicate information regarding such or present any corporate opportunity opportunities to Parent (except as provided the Company or any of its Affiliates or to refrain from any actions specified in the proviso preceding paragraph, and the Company, on its own behalf and on behalf of its Affiliates, hereby renounces and waives any right to require the Purchasers, the Baupost Designees and the Baupost Observer to act in a manner inconsistent with the provisions of this Section 4.9; (c) none of the Purchasers, the Baupost Designees and the Baupost Observer will be liable to the immediately preceding sentence)Company or any of its Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 4.9 or of any such person’s or entity’s participation therein; providedand (d) there is no restriction on any Purchaser, thatthe Baupost Designees and the Baupost Observer using such knowledge and understanding in making investment, in each such casevoting, that any corporate opportunity which is expressly agreed in writing by the E Investor Group monitoring, governance or other decisions relating to belong to Parent other entities or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director shall belong to Parentsecurities.

Waiver of Corporate Opportunity. To the fullest extent permitted by the applicable lawDGCL and subject to any express agreement otherwise that may from time to time be in effect, Xxxxxx the Corporation agrees that the Investor any Apollo Director, any Initial Nominee, the E Investor Group Apollo Entity and any Affiliate or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (ai) 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 the Corporation or any of their its Subsidiaries; (bii) do business with any client, customer, vendor or lessor of any of Parent, Opco the Corporation or any of their its Affiliates; and/or (ciii) make investments in any kind of property in which Parent, Opco or any of their Subsidiaries the Corporation 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 lawthe DGCL and subject to any express agreement otherwise that may from time to time be in effect, Parent the Corporation 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 The Corporation 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 (ix) the Covered Person outside of his or her capacity as a Director member of the Board and (iiy) Parent the Corporation or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to Parent, Opco the Corporation or any of their its 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 lawthe DGCL, Parent the Corporation 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 Directormember of the Board, 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)Corporation; provided, that, in each such case, that any corporate opportunity which is expressly agreed in writing by the E Investor Group Apollo Entities to belong to Parent the Corporation or is expressly offered to a Covered Person in writing solely in his or her capacity as a Director member of the Board shall belong to Parent.the Corporation. Notwithstanding anything to the contrary herein, under no circumstances shall (i) an employee of the Corporation or any of its Subsidiaries be deemed to be a “Covered Person”, and (ii) the Corporation be deemed to have waived or renounced any interest or expectancy of the Corporation in, or in being offered any opportunity to participate in, any corporate, business, or investment opportunity that is presented to an employee of the Corporation or any of its Subsidiaries, irrespective of whether such employee (a) is a director or officer of the Corporation or any of its Subsidiaries or their respective Affiliates or (b) otherwise would be an Cover Person absent being an employee of the Corporation or any of its Subsidiaries.]1

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.