Freedom to Pursue Opportunities, Etc. In anticipation that the Company and Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain) 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 from the services to be provided under this Agreement 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 clause (c) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve Bain. Except as Bain may otherwise agree in writing after the date hereof:
Freedom to Pursue Opportunities, Etc. In anticipation that Holdings, the Company, their Subsidiaries and Fenway (or one or more affiliates, associated investment funds or portfolio companies of Fenway) 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 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 clause (c) are set forth to regulate, define and guide the conduct of certain affairs of Holdings, the Company and their Subsidiaries as they may involve Fenway. Except as Fenway may otherwise agree in writing after the date hereof:
Freedom to Pursue Opportunities, Etc. In recognition that the Manager and other Indemnitees have (and will continue to have) access to information about the Group Companies that will enhance such Indemnitees' knowledge and understanding of the business of the Group Companies and the industries in which they operate, and have (and in the future will have or will consider) investments in numerous companies with respect to which the Manager or other Indemnitees may serve as an advisor, a director, manager, member, partner or in some other capacity (including in non-U.S. jurisdictions), and in recognition that the Manager and the other Indemnitees have myriad duties to various investors, partners and other Persons (which duties may change from time to time), and in anticipation that the Group Companies, on the one hand, and the Manager, the other Indemnitees and their respective affiliates, associated investment funds, portfolio companies and clients, on the other hand, may engage in the same or similar activities or lines of business or industries or markets and have an interest in the same or similar corporate opportunities, and in recognition of the benefits to be derived by the Group Companies hereunder and the difficulties that may confront any advisor who desires and endeavors to fully satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5(c) are set forth to regulate, define and guide the conduct of certain affairs relating to or affecting the Group Companies as they may involve the Manager as a knowing, intentional and voluntarily entered into arrangement to appropriately and reasonably address such difficulties in order to procure for the Group Companies the Manager's services hereunder. Accordingly, except as the Manager may otherwise agree in writing after the date of this Agreement, each of the Group Companies hereby agrees that:
Freedom to Pursue Opportunities, Etc. In the event that any Consultant or any of its officers, directors, members, managers, employees, partners, clients, affiliates and other associated entities or individuals acquires knowledge of a potential transaction or matter that may be a corporate opportunity, neither such Consultant nor any of its officers, directors, members, managers, employees, partners, affiliates or associated entities or individuals shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its affiliates and, notwithstanding any provision of this Agreement to the contrary, neither such Consultant nor any of its officers, directors, members, managers, employees, partners, affiliates or associated entities or individuals shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that such Consultant directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company or any of its affiliates.
Freedom to Pursue Opportunities, Etc. In anticipation that the Company and the Members (or one or more affiliates, associated investment funds or portfolio companies of any of the Members) 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 difficulties which may confront any Member who desires and endeavors fully to satisfy such Member's duties in determining the full scope of such duties in any particular situation, the provisions of this 15.16 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Members. Except as any of the Members may otherwise agree in writing after the date hereof:
Freedom to Pursue Opportunities, Etc. In the event that the Advisor or any of its Related Parties or any of their respective clients, affiliates and other associated Persons, as defined below (collectively, the “Advisor Parties”), acquires knowledge of a potential transaction or matter that may be a corporate opportunity of the Company or any of its affiliates, none of the Advisor Parties shall have any duty (contractual or otherwise) to communicate or present that corporate opportunity to the Company or any of its affiliates and, notwithstanding any provision of this Agreement to the contrary, none of the Advisor Parties shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any of the Advisor Parties directly or indirectly pursues or acquires that opportunity for itself, directs that opportunity to another Person or does not present that opportunity to the Company or any of its affiliates. The Advisor Parties shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company, including those competing with the Company and do business with any customer or supplier of the Company. As used in this Agreement, the term “Person” shall be construed in the broadest sense and shall means a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.
