Common use of Business Opportunities Clause in Contracts

Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Stockholders, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIits Subsidiaries in, L.P.or in being offered an opportunity to participate in, CSP II Coinvestmentbusiness opportunities, L.P., Sola Ltd, Ultra Master Ltd, that are from time to time presented to the Stockholders or any of their respective affiliates and their respective shareholdersofficers, representatives, directors, officersagents, controlling personsstockholders, members, partners, membersAffiliates, and employees Subsidiaries (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of than the Company and its Subsidiaries), or any of their respective designees on the Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its subsidiaries Subsidiaries might reasonably be deemed to have pursued or areas in which had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its subsidiaries may in Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the future engage in business) and in related businesses other than through the Company fact that such person pursues or any of its subsidiariesacquires such business opportunity, (ii) may develop a strategic relationship with businesses that are directs such business opportunity to another person or may be competitive with the Company fails to present such business opportunity, or any of its subsidiaries and (iii) will not be prohibited by virtue of information regarding such Investor Group member’s investment in business opportunity, to the Company or its subsidiaries, Subsidiaries unless such business opportunity is disclosed to the applicable director or such Investor Group member’s service on the Board officer in his or her capacity as such. Any Person purchasing or otherwise acquiring any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging interest in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member shares of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each Capital Stock of the Company shall be deemed to have notice of and consented to the Member(s) hereby waivesprovisions of this Section 6.14. Neither the alteration, amendment or repeal of this Section 6.14, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 6.14, nor, to the fullest extent permitted by applicable Delaware law, any claims and rights that such person may otherwise have in connection with modification of law, shall eliminate or reduce the matters described in effect of this Section 4.76.14 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 6.14, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. Without limiting If any provision or provisions of this Section 6.14 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the foregoingvalidity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 6.14 (including, without limitation, each Member hereby acknowledges portion of any paragraph of this Section 6.14 containing any such provision held to be invalid, illegal or unenforceable that heis not itself held to be invalid, she illegal or it is familiar with unenforceable) shall not in any way be affected or impaired thereby and (b) to the existence offullest extent possible, the provisions of this Section 6.14 (including, without limitation, each such portion of any paragraph of this Section 6.14 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and hereby approves agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 6.14 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company and such director, officer, employee or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd agent or any of their respective affiliatesapplicable law.

Business Opportunities. Each (a) To the fullest extent permitted by Law, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunities that are from time to time presented to Cadent Energy Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, L.P. and its Affiliates (the “Sponsor”) or any of their respective affiliates and Affiliates or any of their respective agents, shareholders, members, partners, directors, officers, controlling personsemployees, partnersAffiliates or Subsidiaries (other than the Company and its Subsidiaries), members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business any officer of the Company who is also an agent, shareholder, member, partner, director, officer, employee, Affiliate or Subsidiary of the Sponsor (each, a “Business Opportunities Exempt Party”), even if the business opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Business Opportunities Exempt Party shall have any of its subsidiaries duty to communicate or areas in which offer any such business opportunity to the Company or be liable to the Company or any of its subsidiaries may in Subsidiaries or any Members, including for breach of any fiduciary or other duty, as an officer or Member or otherwise, and the future engage in business) and in related businesses other than through Company shall indemnify each Business Opportunities Exempt Party against any claim that such Person is liable to the Company or the Members for breach of any fiduciary duty, by reason of its subsidiariesthe fact that such Person (i) participates in, pursues or acquires any such business opportunity, (ii) may develop a strategic relationship with businesses that are directs any such business opportunity to another Person or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of fails to present any such Investor Group member’s investment in business opportunity, or information regarding any such business opportunity, to the Company or its subsidiariesSubsidiaries, or such Investor Group member’s service on unless, in the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is case of a character which, if presented to Person who is an officer of the Company, could be undertaken by such business opportunity is expressly offered to such officer in writing solely in his capacity as an officer of the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIits Subsidiaries in, L.P.or in being offered an opportunity to participate in, CSP II Coinvestmentbusiness opportunities, L.P., Sola Ltd, Ultra Master Ltd, that are from time to time presented to the Investor Parties or any of their respective affiliates and their respective shareholdersofficers, representatives, directors, officersagents, controlling personsstockholders, members, partners, membersAffiliates, and employees Subsidiaries (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its subsidiaries Subsidiaries might reasonably be deemed to have pursued or areas in which had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its subsidiaries may in Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the future engage in business) and in related businesses other than through the Company fact that such person pursues or any of its subsidiariesacquires such business opportunity, (ii) may develop a strategic relationship with businesses that are directs such business opportunity to another person or may be competitive with the Company fails to present such business opportunity, or any of its subsidiaries and (iii) will not be prohibited by virtue of information regarding such Investor Group member’s investment in business opportunity, to the Company or its subsidiaries, Subsidiaries unless such business opportunity is disclosed to the applicable director or such Investor Group member’s service on the Board officer in his or her capacity as such. Any Person purchasing or otherwise acquiring any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging interest in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member shares of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each Capital Stock of the Company shall be deemed to have notice of and consented to the Member(s) hereby waivesprovisions of this Section 23. Neither the alteration, amendment or repeal of this Section 23, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 23, nor, to the fullest extent permitted by applicable Delaware law, any claims and rights that such person may otherwise have in connection with modification of law, shall eliminate or reduce the matters described in effect of this Section 4.723 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 23, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. Without limiting If any provision or provisions of this Section 23 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the foregoingvalidity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 23 (including, without limitation, each Member hereby acknowledges portion of any paragraph of this Section 23 containing any such provision held to be invalid, illegal or unenforceable that heis not itself held to be invalid, she illegal or it is familiar with unenforceable) shall not in any way be affected or impaired thereby and (b) to the existence offullest extent possible, the provisions of this Section 23 (including, without limitation, each such portion of any paragraph of this Section 23 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and hereby approves agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 23 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company and such director, officer, employee or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd agent or any of their respective affiliatesapplicable law.

Business Opportunities. Each To the fullest extent permitted by Section 122(17) of the Company DGCL (or any successor provision) and each Member acknowledges except as may be otherwise expressly agreed in writing by the Corporation and agrees that: (a) Carlyle Strategic Partners IIany of UWW Holdings, L.P.LLC, CSP II CoinvestmentXxxx Capital Fund VII, L.P., Sola Ltd, Ultra Master Ltd, L.P. and their respective affiliates (each, an “Investor” and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectivelytogether, the “Investor GroupInvestors”) (i) have investments ), the Corporation, on behalf of itself and its subsidiaries, renounces and waives any interest or other business relationships with entities engaged in other businesses (including those which may compete with the business expectancy of the Company Corporation and any of its subsidiaries in, or areas in which being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the Company same as or any of its subsidiaries may in similar to those pursued by, or competitive with, the future engage in business) and in related businesses other than through the Company Corporation or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each presented to any of the Company Investors or any of their respective officers, directors, members, partners or employees (each, an “Investor Party” and together, the Member(s) hereby waives“Investor Parties”), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and, to the fullest extent permitted by applicable law, any claims and rights that no such person may otherwise have in connection with Investor Party shall be liable to the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company Corporation or any of its subsidiaries which provides management or Affiliates for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in 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 Corporation or its subsidiaries, in each case provided that such business opportunity was not presented or offered to the Investor or an Investor Party initially in its, his or her capacity as a director, officer, employee or agent of the Corporation. Any person or entity purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and transaction fees consented to Carlyle Strategic Partners IIthe provisions of this Article NINTH. Neither the alteration, L.P.amendment or repeal of this Article NINTH, CSP II Coinvestmentnor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article NINTH, L.P.nor, Sola Ltdto the fullest extent permitted by Delaware law, Ultra Master Ltd any modification of law, shall eliminate or reduce the effect of this Article NINTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article NINTH, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Article NINTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article NINTH (including, without limitation, each portion of any paragraph of this Article NINTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article NINTH (including, without limitation, each such portion of any paragraph of this Article NINTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their respective affiliatesgood faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article NINTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation or applicable law.

Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board Member(s) and its or their affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.74.6. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Company and the Investor Parties, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIits Subsidiaries in, L.P.or in being offered an opportunity to participate in, CSP II Coinvestmentbusiness opportunities, L.P., Sola Ltd, Ultra Master Ltd, that are from time to time presented to the Investor Parties or any of their respective affiliates and their respective shareholdersofficers, representatives, directors, officersagents, controlling personsstockholders, members, partners, membersAffiliates, and employees Subsidiaries (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of than the Company and its Subsidiaries), or any of their respective designees on the Company’s Board and/or any of their respective representatives who, from time to time, may act as officers of the Company, even if the opportunity is one that the Company or its subsidiaries Subsidiaries might reasonably be deemed to have pursued or areas in which had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Company or any of its subsidiaries may in Subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the future engage in business) and in related businesses other than through the Company fact that such person pursues or any of its subsidiariesacquires such business opportunity, (ii) may develop a strategic relationship with businesses that are directs such business opportunity to another person or may be competitive with the Company fails to present such business opportunity, or any of its subsidiaries and (iii) will not be prohibited by virtue of information regarding such Investor Group member’s investment in business opportunity, to the Company or its subsidiariesSubsidiaries unless, or such Investor Group member’s service on in the Board or any subsidiary’s board case of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in person who is a director or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member officer of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company, and . Any Person purchasing or otherwise acquiring any interest in fact, each member any shares of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each Capital Stock of the Company shall be deemed to have notice of and consented to the Member(s) hereby waivesprovisions of this Section 26. Neither the alteration, amendment or repeal of this Section 26, nor the adoption of any provision of the Certificate of Incorporation or this Certificate of Designations inconsistent with this Section 26, nor, to the fullest extent permitted by applicable Delaware law, any claims and rights that such person may otherwise have in connection with modification of law, shall eliminate or reduce the matters described in effect of this Section 4.726 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 26, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. Without limiting If any provision or provisions of this Section 26 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the foregoingvalidity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 26 (including, without limitation, each Member hereby acknowledges portion of any paragraph of this Section 26 containing any such provision held to be invalid, illegal or unenforceable that heis not itself held to be invalid, she illegal or it is familiar with unenforceable) shall not in any way be affected or impaired thereby and (b) to the existence offullest extent possible, the provisions of this Section 26 (including, without limitation, each such portion of any paragraph of this Section 26 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and hereby approves agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. This Section 26 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director, officer, employee or agent of the Company under the Certificate of Incorporation, the Bylaws, any other agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company and such director, officer, employee or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd agent or any of their respective affiliatesapplicable law.

Business Opportunities. Each The Partners hereby acknowledge that the interests of the Company General Partner and each Member acknowledges the JCP Funds in the Partnership are those of investors providing capital for the Partnership, and agrees that: (a) Carlyle Strategic the very nature of the businesses of the General Partner and the JCP Funds and the Affiliates thereof is to provide capital and financing in a wide variety of forms to, and to make investments with respect to, a vast and expanding number of diverse Persons, businesses and enterprises. Accordingly, the Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates hereby agree that the General Partner and the JCP Funds and their respective shareholdersAffiliates may engage, directorsprovide financing, officersinvest or possess an interest in other businesses and enterprises of any kind, controlling personsnature or description, partnersindependently or with others, members, and employees (collectively, the “Investor Group”) whether (i) such ventures are competitive with the Partnership and its Affiliates or (ii) the operations or property of such businesses and enterprises are transacted or located in the vicinity of or adjacent to the Partnership or any area in which the Partnership or any of its Affiliates engages in business, and, to the extent permitted by the Act, the General Partner and the JCP Funds and their respective Affiliates shall not have any duties or responsibilities to the Partnership that they might otherwise have under the Act. The fact that the General Partner, the JCP Funds or any of their respective Affiliates (including any JCP Funds advisors who may be deemed to be Affiliates of the General Partner or the JCP Funds) may take advantage of such opportunities and not offer such opportunities, or disclose information pertaining thereto, to the Partnership or to the other Partners, shall not subject the General Partner, the JCP Funds or any of their respective Affiliates (including any JCP Funds advisor) to any liability to the Partnership or to the other Partners whatsoever. Neither the Partnership nor any other Partner shall have the right by virtue of this Agreement, or the relationship created hereby, in or to such ventures, investments or other business relationships with entities engaged in opportunities, or to the income or profits derived therefrom by the General Partner¸ the JCP Funds or any of their respective Affiliates, and the pursuit of, and nondisclosure of information to the Partnership pertaining to, such ventures, investments or other businesses (including those which may compete opportunities even though competitive with the business of the Company and any Partnership, shall not be deemed wrongful or improper or in violation of its subsidiaries or areas in which the Company this Agreement or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member rights of the Investor Group shall be obligated to present any particular investment Partnership or business opportunity to the Company even if such opportunity is of a character which, if presented to Partners under the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account Act or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIH, L.P., CSP II H Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners IIH, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each Notwithstanding anything herein to the contrary and to the fullest extent permitted by Section 122(17) of the Delaware General Corporation Law (or any successor provision) and except as provided herein or as may be otherwise expressly agreed in writing by the Company and the Purchaser, the Company, on behalf of itself and its subsidiaries, if any, renounces any interest or expectancy of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIits subsidiaries in, L.P.or in being offered an opportunity to participate in, CSP II Coinvestmentbusiness opportunities, L.P.that are from time to time presented to the Purchaser or any of the Purchaser’s officers, Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholdersrepresentatives, directors, officersagents, controlling personsstockholders, members, partners, membersAffiliates, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which Accelmed Designees (other than the Designated Directors) and no such Person shall be liable to the Company or any of its subsidiaries may in for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the future engage in business) and in related businesses other than through the Company fact that such Person pursues or any of its subsidiariesacquires such business opportunity, (ii) may develop a strategic relationship with businesses that are directs such business opportunity to another Person or may be competitive with the Company fails to present such business opportunity, or any of its subsidiaries and (iii) will not be prohibited by virtue of information regarding such Investor Group member’s investment in business opportunity, to the Company or its subsidiariessubsidiaries unless (i) in the case of any Person who is an Accelmed Director (other than a Designated Director), such business opportunity is offered to such Person in his or her capacity as a director of the Company or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or business opportunity is identified to such other ventures Person as a result of any information obtained by such Person during the course of his or activities or to the income or proceeds derived therefrom; (c) no her performance of duties as a member of the Investor Group shall be obligated Board of Directors or as a result of Confidential Information furnished to present such Person pursuant to this Agreement and (ii) in the case of the Purchaser or any particular investment or of Purchaser’s officers, representatives, directors, agents, stockholders, members, partners, Affiliates, subsidiaries, such business opportunity is identified by such Person as a result of any such Confidential Information so furnished to such Person. Neither the Company even if such opportunity is alteration, amendment or repeal of a character whichthis Section 9.10, if presented to nor the adoption of any provision of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws inconsistent with this Section 9.10, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waivesnor, to the fullest extent permitted by applicable Delaware law, any claims and rights that such person may otherwise have in connection with modification of law, shall eliminate or reduce the matters described in effect of this Section 4.79.10. Without limiting the foregoingThis Section 9.10 shall not limit any protections or defenses available to, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves indemnification or advancement rights of, any director, officer, employee or agent of the Company under its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, any other agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company and such director, officer, employee or agent or applicable Law. The Company shall not maintain, adopt or impose any code of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners IIconduct, L.P.by-law, CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd organizational document or any of their respective affiliatesother binding rule or policy that is inconsistent with Section 9.10.

Business Opportunities. Each employee, consultant and service provider of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in Subsidiaries that is party to this Agreement will, and will cause each of his, her or its Affiliates to, bring all investment or business opportunities to the future engage in business) Company of which any of the foregoing become aware and in which are related businesses other than through to, complementary with or competitive with the business then conducted or proposed to be conducted by the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are Subsidiaries. Notwithstanding the foregoing or may be competitive with the Company anything at law or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or equity to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waivescontrary, to the fullest extent permitted by applicable lawLaw, neither the foregoing sentence nor the doctrine of corporate opportunity, business opportunity, or any analogous doctrine, will apply to Waterton, any claims Affiliated Fund, any Waterton Board Manager, Gryphon or any of their respective Affiliates or Permitted Transferees (each an “Exempted Person”). The Company and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she renounces any interest or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and expectancy of the Company or any of its subsidiaries which provides management and transaction fees Subsidiaries in, or in being offered an opportunity to Carlyle Strategic Partners IIparticipate in, L.P.business opportunities that are from time to time presented to any Exempted Person, CSP II Coinvestmentincluding any transactions with Waterton, L.P., Sola Ltd, Ultra Master Ltd any Affiliated Fund or any of their respective affiliatesAffiliates. No Exempted Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its Subsidiaries, including any transaction with Waterton, any Affiliated Fund or any of their respective Affiliates, will have any duty or obligation to communicate or offer such opportunity to the Company, any of its Subsidiaries or any Member, and such Exempted Person will not be liable to the Company, any of its Subsidiaries or to the Members for breach of any fiduciary or other duty by reason of the fact that such Exempted Person pursues or acquires such opportunity, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its Subsidiaries. No amendment or repeal of this Section 16.6 will apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any opportunities of which any such Exempted Person becomes aware prior to such amendment or repeal. For the avoidance of doubt, the provisions of this Section 16.6 will have independent effect with respect to, and will not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any existing agreement between such Person and the Company and/or its Subsidiaries, including any agreement related to any non-competition, non-solicitation, confidentiality or other restrictions on the activities or operations of such Person.

Business Opportunities. Each No Inactive Management Member, Outside Member or Director (other than any active Management Member who serves as a Director) or an Affiliate of any of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group foregoing shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character whichthat, if presented to the Company, could be undertaken taken by the Company, and in factany Inactive Management Member, each member Outside Member or Director (other than any Management Member who serves as a Director) or an Affiliate of any of the Investor Group foregoing shall have the right to undertake any take for such opportunity for itself for its Person’s own account (individually or on behalf of another as a partner or fiduciary) or to recommend to others any such particular investment opportunity. No Investor Member shall directly, or shall cause any Controlled Affiliate to, pursue an investment or business opportunity to other persons; that arises in North America and that (di) each member is primarily in the wholesale used vehicle auction, salvage vehicle auction or short-term inventory-secured financing for used car Table of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved Contents dealers lines of business as conducted by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries Subsidiaries on the date hereof and (ii) is an opportunity in which provides management and transaction fees the Company or one of its Subsidiaries reasonably has an interest or expectancy without first presenting such investment or business opportunity to Carlyle Strategic Partners IIthe Company (it being understood that an investment in the equity interests of a public company engaged in such lines of business shall not be prohibited); provided that, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or if neither the Company nor any of their respective affiliatesits Subsidiaries enters into an agreement in respect of such investment or business opportunity within 90 days of such opportunity having been presented to the Company (and the reason therefor is not in a significant part the result of actions taken by such Investor Member or its Affiliates or designee Directors, including actions pursuant to Section 4.12 hereof), then such Investor Member shall have the right to take for such Member’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular opportunity, and provided, further, that if such opportunity presents itself to a Controlled Affiliate that is not wholly-owned by such Investor Member (ignoring for purposes hereof any equity interests in such Controlled Affiliate that are held by management) then the obligation set forth above shall not apply to such Investor Member, but such Investor Member shall, if it intends to pursue such opportunity, instead provide advance, reasonably detailed notice of such business opportunity to the Company a reasonable period after taking such opportunity; and provided, further, for the avoidance of doubt, that the provisions of this Section 3.8(b) shall not apply to any Affiliate of an Investor Member that is not a Controlled Affiliate of such Investor Member.

Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) ” (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, ,. as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners IIIi, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.