Certain Opportunities. The General Partner, any Limited Partner, any Affiliate, any partner, shareholder, officer, director or employee thereof, or any person owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of every nature and description, independently or with others including those which may be the same as or similar to the Partnership's business and in direct competition with the Partnership. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement, in and to such independent ventures or the income or profits derived therefrom. Except when the General Partner has an overriding fiduciary obligation to the Partnership, the General Partner and its Affiliates will have no duty or obligation to submit to the Partnership any business opportunities which may come to them or be presented to any person in which they may be in any way interested, and the General Partner and any of its Affiliates shall have the right to take for their own accounts (individually or otherwise) or to recommend to others any such investment opportunity. 12.
Certain Opportunities. The Corporation hereby renounces, to the fullest extent permitted by Section 122 (17) of the DGCL, any interest or expectancy of the Corporation in, or in being offered, an opportunity to participate in, any Investor Business Opportunity. An “Investor Business Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Series E Preferred Stock, Series Dl Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, Series 1 Preferred Stock or Series 2 Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation. To the fullest extent permitted by law, the Corporation hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory that could limit any Covered Person from pursuing or engaging in any Investor Business Opportunity.
Certain Opportunities. Notwithstanding anything in this Agreement to the contrary, other than with respect to (w) the Initial Facilities prior to the earlier of (i) the In-Service Date and (ii) the dissolution of the Company, (x) the PA Required Expansion Facilities prior to the earlier of such Facilities being placed in-service and (ii) the dissolution of the Company, (y) any Approved Facilities Project prior to the earlier of (i) such Approved Facilities Project being placed in-service and (ii) the dissolution of the Company and (z) the obligations set forth in Section 9.3: (a) the Members and their Affiliates may engage in or hold an interest of any nature in, directly or indirectly, independently or with others, whether as an equity owner, lender, consultant, employee, operator, manager, partner, joint venturer or otherwise, any business without regard to whether such business is directly or indirectly competitive with the Business conducted or expected to be conducted by the Company and/or its Subsidiaries and without regard to the geographic location of such business, without the consent or approval of the other Members, the Board or the Company, and without any duty or obligation to account to the other Members or the Company in connection therewith and (b) neither the Company nor any Manager, Member or Affiliate of the foregoing shall have any right or obligation, by virtue of this Agreement or otherwise, to share or participate in such other businesses, investments, or activities of a Member or its Affiliates (excluding the Company and its Subsidiaries) or to the income or proceeds derived therefrom. Notwithstanding anything contained in this Agreement to the contrary, and for the avoidance of doubt, (a) each of the Members, its Parent and/or their Affiliates may independently pursue and compete for any or all proposed Competitive Facilities Projects (but not any Base Facilities Project), extensions, expansions and facilities to serve gas and electric end users, municipal gas and electric systems serving end users and electric power plants, in each case within such Member’s Parent’s franchise or established service territory (as it exists at the time of the proposed opportunity), notwithstanding that such franchise or established service territory may overlap with the franchise or established service territory of another Member or its Affiliates, and (b) nothing in this Section 9.5 shall prohibit, restrict or limit in any way the ability of any Affiliate of a Member fro...
Certain Opportunities. The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any Series A Director or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.” Signature Page to Certificate of Powers, Designations, Preferences and Rights
Certain Opportunities
