Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the 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 each Sponsor Party shall have no duty to communicate or offer such business opportunity to the Company and to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its subsidiaries for breach of any fiduciary or other duty, as a Director or otherwise, by reason of the fact that such Sponsor Party 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. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person.

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented Subject to any Sponsor Party even if the opportunity is one that other agreement with the Company or any of its subsidiaries might reasonably Subsidiaries to which any Stockholder (or any of its Affiliates) or any Sponsor Director may be deemed to have pursued or had bound (including the ability or desire to pursue if granted Non-Compete Agreement), the opportunity to do so Parties expressly acknowledge and agree that: (i) each Stockholder and Sponsor Director (and each Sponsor Party Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) in the event that a Stockholder or Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries and such Stockholder or any other Person, the Stockholder and Sponsor Director (and any such Affiliate) shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, its Subsidiaries or any of its subsidiaries their respective Affiliates or Stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Stockholder or Sponsor Party Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented Subject to any Sponsor Party even if the opportunity is one that other agreement with the Company or any of its subsidiaries might reasonably Subsidiaries to which any Stockholder (or any of its Affiliates) or any Designated Director may be deemed to have pursued or had bound, the ability or desire to pursue if granted the opportunity to do so Parties expressly acknowledge and agree that: (i) each Stockholder and Designated Director (and each Sponsor Party Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) in the event that a Stockholder or Designated Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries and such Stockholder or any other Person, neither such Stockholder nor such Designated Director (and any such Affiliate) shall have any duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, its Subsidiaries or any of its subsidiaries their respective Affiliates or Stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Stockholder or Designated Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.

Freedom to Pursue Opportunities. To (a) The parties expressly acknowledge and agree that, to the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty or expectancy Law: (i) each of the Company Investors and its subsidiaries intheir respective Affiliates shall, or in being offered an opportunity to participate inthe fullest extent permissible by Law, business opportunities that are from time to time presented to any Sponsor Party even if the 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 each Sponsor Party shall have no duty to communicate refrain from directly or offer such indirectly (1) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Company or any of its Affiliates; (ii) none of the Company, any of its Subsidiaries or any Investor shall have any rights in and to the business ventures of any Investor, its Affiliates, or the income or profits derived therefrom; (iii) each of the Investors and their respective Affiliates may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iv) in the event that any Investor or its respective Affiliates acquire knowledge of a potential transaction or other matter or business opportunity to which may be a corporate opportunity for itself, herself or himself and the Company and or any of its Affiliates, such Investor or its respective Affiliates shall, to the fullest extent permitted by applicable lawLaw, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by applicable Law, shall not be liable to the Company or its stockholders or to any Affiliate of its subsidiaries the Company for breach of any fiduciary duty or other duty, duty (contractual or otherwise) as a Director stockholder, director or otherwise, officer of the Company solely by reason of the fact that such Sponsor Party pursues Investor or acquires its respective Affiliates pursue or acquire such business opportunitycorporate opportunity for itself, herself or himself, offers or directs such business corporate opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, corporate opportunity to the Company or any of its subsidiaries. Notwithstanding Affiliates; provided that this Section 8.1 shall not apply to any directors of the foregoingCompany or any of its Subsidiaries that are not also Investor Director Designees; provided further that any actions taken, a Sponsor Party who directly or indirectly, by any publicly-traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor; provided further that, with respect to clause (iv) of this Section 8.1(a), the Company does not renounce its interest in any corporate opportunity offered to any director of the Company if such opportunity is a Director and who is expressly offered a business opportunity to such Person solely in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all director or officer of the protections Company and the provisions of this Section 5.3 8.1(a) shall otherwise not apply to the Sponsor Party with respect to any such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Personcorporate opportunity.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that: (i) the fullest extent permitted by applicable lawOnex Stockholders, the Company herebyCarlyle Stockholders, on behalf each Onex Director who is an employee of itself any Onex Stockholder or an employee of an Affiliate of any Onex Stockholder, each Carlyle Director who is an employee of any Carlyle Stockholder or an employee of an Affiliate of any Carlyle Stockholder and its subsidiariestheir respective Affiliates shall have the right to, renounces any interestand shall have no duty (contractual or otherwise) not to, duty directly or expectancy indirectly, engage in the same or similar business activities or lines of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Sponsor Party even if the opportunity is one that as the Company or its subsidiaries might reasonably be Subsidiaries, including those deemed to have pursued be competing with the Company or had its Subsidiaries; and (ii) in the ability event that any Onex Stockholder, any Carlyle Stockholder, any such Onex Director, any such Carlyle Director or desire to pursue if granted any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the opportunity to do so Company or its Subsidiaries and each Sponsor Party such Stockholder, Director or any other Person, the Stockholder, Director or Affiliate thereof, as applicable, shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Subsidiaries or their respective Affiliates or stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Stockholder, Director or any Affiliate thereof, as applicable, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or its subsidiaries. Notwithstanding Subsidiaries unless, in the foregoing, a Sponsor Party case of any such Person who is a Director, such opportunity is expressly offered to such Director and who is offered a business opportunity in writing solely in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonDirector.

Freedom to Pursue Opportunities. To the fullest maximum extent permitted by applicable Maryland law, the Company herebyparties expressly acknowledge and agree that: (i) the Investor, on behalf STORE Holding, each Representative of itself STORE Holding and its subsidiaries, renounces any interest, duty or expectancy of the Company Investor and its subsidiaries ineach director or officer of the Company, that is an Affiliate or designee of STORE Holding or the Investor (each, an “Investor Designee”) has the right to, and has no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company, including those deemed to be competing with the Company, or (y) directly or indirectly do business with any client, customer or supplier of the Company; and (ii) in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Sponsor Party even if the opportunity is one event that the Company Investor, STORE Holding, any Representative of STORE Holding or its subsidiaries might reasonably the Investor or any Investor Designee acquires knowledge of a potential transaction or matter that may be deemed to have pursued a corporate opportunity for the Company, STORE Holding, such Investor, such Representative or had the ability or desire to pursue if granted the opportunity to do so and each Sponsor Party such Investor Designee shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of its Affiliates, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Affiliates, subsidiaries, stockholders or other equity holders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that STORE Holding, such Sponsor Party Investor, such Representative or such Investor Designee, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiariesAffiliates. Notwithstanding For the foregoingavoidance of doubt, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections provisions of this Section 5.3 4.2 shall otherwise apply to the Sponsor Party have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any agreement between the Company and/or STORE Holding or an Affiliate thereof, including any agreement related to noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that: (i) the fullest extent permitted by applicable lawInvestors and each LGP Investor Designee shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the Company hereby, on behalf same or similar business activities or lines of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the opportunity is one that as the Company or its subsidiaries might reasonably be Subsidiaries, including those deemed to have pursued be competing with the Company or had its Subsidiaries; and (ii) in the ability event that any Investor, any such LGP Investor Designee or desire to pursue if granted any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the opportunity to do so Company or its Subsidiaries, on the one hand, and each Sponsor Party such Investor, LGP Investor Designee or Affiliate thereof, as applicable, on the other hand, such Investor, LGP Investor Designee or Affiliate shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Subsidiaries or their respective Affiliates or equityholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Investor, LGP Investor Designee or Affiliate, as applicable, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or its subsidiaries. Notwithstanding Subsidiaries, unless, in the foregoingcase of this clause (ii), such corporate opportunity is expressly offered to a Sponsor Party who is a Director and who is offered a business opportunity LGP Investor Designee in writing solely to such LGP Investor Designee in his or her capacity as a Director (a “Directed Opportunity”) director on the Board; provided that the foregoing shall be obligated to communicate such Directed Opportunity to not excuse an LGP Investor Designee from notifying the CompanyBoard of, providedand recusing him or herself from, however, that all of any matter before the protections of this Section 5.3 shall otherwise apply to the Sponsor Party Board with respect to which such Directed Opportunity, including, without limitation, the ability LGP Investor Designee knows he or she has a material conflict of interest of the Sponsor Party to pursue type contemplated in clause (i) or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person(ii).

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented Subject to any Sponsor Party even if the opportunity is one that other agreement with the Company or any of its subsidiaries might reasonably Subsidiaries to which any Stockholder (or any of its Affiliates) or any Designated Director may be deemed to have pursued or had bound, the ability or desire to pursue if granted the opportunity to do so Parties expressly acknowledge and agree that: (i) each Stockholder and Designated Director (and each Sponsor Party Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; (ii) and in the event that a Stockholder or Designated Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries and such Stockholder or any other Person, neither such Stockholder nor such Designated Director (and any such Affiliate) shall have any duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, its Subsidiaries or any of its subsidiaries their respective Affiliates or Stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Stockholder or Designated Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that: (i) Onex, GSCP, each Onex Director who is an employee of Onex or an employee of an Affiliate of Onex, each GSCP Director who is an employee of GSCP or an employee of an Affiliate of GSCP, and their respective Affiliates have the fullest extent permitted by applicable lawright to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the Company hereby, on behalf same or similar business activities or lines of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the opportunity is one that as the Company or its subsidiaries might reasonably be Subsidiaries, including those deemed to have pursued be competing with the Company or had its Subsidiaries; and (ii) in the ability event that Onex, GSCP, any such Onex Director, any such GSCP Director or desire to pursue if granted any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the opportunity to do so Company or its Subsidiaries and each Sponsor Party such Shareholder, director or any other Person, the Shareholder, director or Affiliate thereof, as applicable, shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Subsidiaries or their respective Affiliates or shareholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Shareholder, director or any Affiliate thereof, as applicable, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law(a) Without in any way limiting their obligations under Section 7.5, the Company herebyparties expressly acknowledge and agree that: (i) each Investor, on behalf of itself its Affiliates and its subsidiariesand their affiliated investment funds, renounces any interest, duty 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 presented to any Sponsor Party even if the 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 each Sponsor Party Director, has 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 or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other Person, including those lines of business deemed to communicate be competing with the Company or offer such business opportunity any of its Subsidiaries; (ii) none of the Company, any of its Subsidiaries or any of the Company’s shareholders shall have any rights in and to the business ventures of any Investor, its Affiliates and its and their affiliated investment funds, or any Director, or the income or profits derived therefrom; (iii) each Investor, its Affiliates and its and their affiliated investment funds, and each Director, may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iv) in the event that an Investor, it Affiliates and its and their affiliated investment funds, or any Director, acquires knowledge of a potential transaction or matter that may be an opportunity for the Company, any of its Subsidiaries, or any other shareholder of the Company, such Investor, Affiliate, affiliated investment fund or Director shall, to the fullest extent permitted by applicable lawLaw, have no duty (fiduciary, contractual or otherwise) to communicate or present such opportunity to the Company, any of its Subsidiaries, or any such shareholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or Company, any of its subsidiaries Subsidiaries, or any other shareholder of the Company (or their respective Affiliates) for breach of any fiduciary or other dutyduty (fiduciary, as a Director contractual or otherwise, ) by reason of the fact that such Sponsor Party Investor, Affiliate, affiliated investment fund or Director directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunityopportunity to the Company, any of its Subsidiaries, or information regarding such business opportunity, any other shareholder of the Company; provided that the foregoing shall not apply to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a any Director and who is offered a with respect to any business opportunity first presented to such Director expressly in his or her capacity as a Director such. For the avoidance of doubt, any actions taken, directly or indirectly, by any publicly traded Affiliate (a “Directed Opportunity”or any of its officers, directors or employees) of an Investor shall not be obligated deemed to communicate be an action taken by such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonInvestor.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that (i) the fullest extent permitted by applicable lawInvestor, the Company herebyeach Contributor Investor, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the 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 each Sponsor Party of their respective Affiliates (including any Investor Designee or Observer) has 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 or any of its Subsidiaries, on its own account or in partnership with, or as an employee, officer, director or shareholder of, any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries, (ii) none of the Company or any of its Subsidiaries shall have any rights in and to the business ventures of the Investor, any Contributor Investor or any of their respective Affiliates (including any Investor Designee or Observer), or the income or profits derived therefrom (other than in its capacity as a Shareholder), and (iii) in the event that the Investor, any Contributor Investor or any of their respective Affiliates (including any Investor Designee or Observer) acquires knowledge of a potential transaction or matter that may be an opportunity for the Company, except to the extent that any such transaction or opportunity comes to such Person’s attention solely through the role of any Investor Designee or Observer, neither the Investor, any Contributor Investor nor any of their respective Affiliates (including any Investor Designee or Observer) shall have any duty (contractual or otherwise) to communicate or offer present such business opportunity to the Company and or any of its Subsidiaries and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Subsidiaries (or any of their respective Affiliates) for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that the Investor, such Sponsor Party Contributor Investor or any of their respective Affiliates (including any Investor Designee or Observer), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that: (i) each Investor, each Representative of an Investor and each director or officer of the fullest extent permitted by applicable lawCompany, the Company herebyPartnership, on behalf U.S. Parent or any of itself their respective subsidiaries that is an Affiliate of an Investor (each, an “Investor Designee”) has the right to, and its has no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company, the Partnership, U.S. Parent or any of their respective subsidiaries, renounces including those deemed to be competing with the Company, the Partnership, U.S. Parent or any interestof their respective subsidiaries, duty or expectancy (y) directly or indirectly do business with any client, customer or supplier of the Company Company, the Partnership or any of their respective subsidiaries; and its subsidiaries in(ii) in the event that any Investor, any Representative of an Investor or any Investor Designee acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, the Partnership, U.S. Parent or any of their respective subsidiaries, such Investor, Representative, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Sponsor Party even if the 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 each Sponsor Party Investor Designee shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and Company, the Partnership, U.S. Parent or any of their respective subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, the Partnership, U.S. Parent or any of its subsidiaries their respective Affiliates, subsidiaries, stockholders or other equity holders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Investor, Representative or Investor Designee, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, providedthe Partnership, howeverU.S. Parent or any of their respective subsidiaries. For the avoidance of doubt, that all of the protections provisions of this Section 5.3 4.1 shall otherwise apply to the Sponsor Party have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any agreement between such Person and U.S. Parent and/or any direct or indirect subsidiary thereof, including any agreement related to noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person.

Freedom to Pursue Opportunities. (a) To the fullest extent permitted by applicable law, the Company herebyCompany, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor of either the Electrum Parties or MERS Party or any of their respective officers, directors, agents, shareholders, members, partners, Affiliates and subsidiaries (other than the Company and its subsidiaries) (each, a “Specified Party”), even if the 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 each Sponsor such Specified Party shall have no duty to communicate or offer such business opportunity to the Company and and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its subsidiaries for breach of any fiduciary or other duty, as a Director or officer or otherwise, by reason of the fact that such Sponsor Specified Party 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. Notwithstanding the foregoing, a Sponsor Specified Party who is a Director or officer of the Company and who is offered a business opportunity in his or her capacity as a Director or officer of the Company (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 5.03 shall otherwise apply to the Sponsor Party Specified Parties with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party Specified Parties to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person.

Freedom to Pursue Opportunities. To (a) The parties expressly acknowledge and agree that, to the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty or expectancy Law: (i) each of the Company Investors and its subsidiaries intheir respective Affiliates shall, or in being offered an opportunity to participate inthe fullest extent permissible by Law, business opportunities that are from time to time presented to any Sponsor Party even if the 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 each Sponsor Party shall have no duty to communicate refrain from directly or offer such indirectly (A) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates; (ii) none of the Company, any of its Subsidiaries or any Investor shall have any rights in and to the business ventures of any Investor, its Affiliates, or the income or profits derived therefrom; (iii) each of the Investors and their respective Affiliates may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iv) in the event that any Investor or its respective Affiliates acquire knowledge of a potential transaction or other matter or business opportunity to which may be a corporate opportunity for itself, herself or himself and the Company and or any of its Affiliates, such Investor or its respective Affiliates shall, to the fullest extent permitted by applicable lawLaw, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by applicable Law, shall not be liable to the Company or its stockholders or to any Affiliate of its subsidiaries the Company for breach of any fiduciary duty or other duty, duty (contractual or otherwise) as a Director stockholder, director or otherwise, officer of the Company solely by reason of the fact that such Sponsor Party pursues Investor or acquires its respective Affiliates pursue or acquire such business opportunitycorporate opportunity for itself, herself or himself, offers or directs such business corporate opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, corporate opportunity to the Company or any of its subsidiaries. Notwithstanding Affiliates; provided, that this Section 7.1 shall not apply to any directors of the foregoingCompany or any of its Subsidiaries that are not also Investor Director Designees; provided, a Sponsor Party who further, that any actions taken, directly or indirectly, by any publicly-traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor; provided, further, that, with respect to clause (iv) of this Section 7.1(a), the Company does not renounce its interest in any corporate opportunity offered to any director of the Company if such opportunity is a Director and who is expressly offered a business opportunity to such Person solely in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all director or officer of the protections Company and the provisions of this Section 5.3 7.1(a) shall otherwise not apply to the Sponsor Party with respect to any such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Personcorporate opportunity.

Freedom to Pursue Opportunities. To (a) The parties expressly acknowledge and agree that (i) the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the 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 Investor and each Sponsor Party of its Affiliates (including any Investor Designee or Observer) has 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 or any of its Subsidiaries, on its own account or in partnership with, or as an employee, officer, director or stockholder of, any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries, (ii) none of the Company, any of its Subsidiaries or any Existing VC Investor shall have any rights in and to the business ventures of the Investor or any of its Affiliates (including any Investor Designee or Observer), or the income or profits derived therefrom (other than in its capacity as a stockholder of the Company), and (iii) in the event that the Investor or any of its Affiliates (including any Investor Designee or Observer) acquires knowledge of a potential transaction or matter that may be an opportunity for the Company, except to the extent that any such transaction or opportunity comes to such Person’s attention solely through the role of any Investor Designee or Observer, neither the Investor nor any of its Affiliates (including any Investor Designee or Observer) shall have any duty (contractual or otherwise) to communicate or offer present such business opportunity to the Company and Company, any of its Subsidiaries or any Existing VC Investor and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, any of its Subsidiaries or any Existing VC Investor (or any of its subsidiaries their respective Affiliates) for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party the Investor or any of its Affiliates (including any Investor Designee or Observer), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person or fails to does not present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, any of its Subsidiaries or any Existing VC Investor; provided that all the foregoing shall not be deemed to limit Section 6.02 hereof or amend or modify the terms of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonCollaboration Agreements.

Freedom to Pursue Opportunities. To Each of the fullest extent permitted by applicable lawparties hereto expressly acknowledges and agrees that: (i) each Stockholder, H&F Designated Director and Affiliated Officer has 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 hereby, on behalf or any of itself and its subsidiaries, renounces including those deemed to be competing with the Company or any interestof its subsidiaries; and (ii) in the event that a Stockholder, duty H&F Designated Director or expectancy Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for each of the Company and its subsidiaries insuch Stockholder or any other person, the Stockholder, H&F Designated Director or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Sponsor Party even if the opportunity is one that Affiliated Officer of 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 each Sponsor Party shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of its subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Affiliates or Stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Stockholder, H&F Designated Director or Affiliated Officer, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all this Section 7.2 shall not apply to Stockholders who are also officers or employees of the protections Company or any subsidiary of the Company or any of its subsidiaries (other than Affiliated Officers). As used in this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity7.2, including, without limitation, the ability “Affiliated Officer” means an officer of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonCompany affiliated with the H&F Investors.

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself (a) The parties expressly acknowledge and its subsidiaries, renounces any interest, duty or expectancy agree that: (i) each of the Company Investors, their respective Affiliates and its subsidiaries inassociated funds, or in being offered an opportunity to participate inincluding directors and officers of the Company, business opportunities that are from time to time presented to any Sponsor Party even if has the 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 right to, and each Sponsor Party 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 or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other Person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries; (ii) none of the Company, any of its Subsidiaries or any Stockholder shall have any rights in and to the business ventures of any Investor, its Affiliates and associated funds, including directors and officers of the Company, or the income or profits derived therefrom; (iii) each of the Investors, their respective Affiliates and associated funds, including directors and officers of the Company, may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (v) in the event that an Investor, director or officer of the Company, any of such Investor’s respective Affiliates or associated funds acquires knowledge of a potential transaction or matter that may be an opportunity for the Company, any of its Subsidiaries, or any other Stockholder, such Investor, director or officer of the Company, such Investor’s Affiliates or associated funds shall have no fiduciary duty or other duty (contractual or otherwise) to communicate or offer present such business opportunity to the Company and Company, any of its Subsidiaries, any other Stockholder, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or Company, any of its subsidiaries Subsidiaries, any other Stockholder (and their respective Affiliates) for breach of any fiduciary duty or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Investor, Affiliate, associated fund, director or officer directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, providedany of its Subsidiaries, howeveror any other Stockholder. For the avoidance of doubt, that all this Section 7.1 shall not apply to any directors of the protections Company or any of this Section 5.3 its Subsidiaries that are not also Investor Director Designees. For the avoidance of doubt, any actions taken, directly or indirectly, by any publicly traded Affiliate (or any of its officers, directors or employees) of an Investor shall otherwise apply not be deemed to the Sponsor Party with respect to be an action taken by such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonInvestor.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that: (a) the fullest extent permitted by applicable lawRollover Investor, each SLP Investor, each Person appointed or nominated to the Board as a director or observer (each, a “Board Participant”) and each Affiliated Officer has 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 herebyor any of its Subsidiaries, on behalf including those deemed to be competing with the Company or any of itself its Subsidiaries; and its subsidiaries(b) in the event that the Rollover Investor, renounces any interesta SLP Investor, duty Board Participant or expectancy Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for each of the Company and its subsidiaries inthe Rollover Investor or such SLP Investor, Board Participant, Affiliated Officer or in being offered an opportunity to participate inany other Person, business opportunities that are from time to time presented to any Sponsor Party even if the opportunity is one that Rollover Investor or the Company SLP Investor, Board Participant or its subsidiaries might reasonably be deemed to have pursued or had Affiliated Officer of the ability or desire to pursue if granted the opportunity to do so and each Sponsor Party Company, as applicable, shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or any of its subsidiaries Affiliates for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that the Rollover Investor or such Sponsor Party SLP Investor, Board Participant or Affiliated Officer, as applicable, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or of any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, Subsidiaries; provided, however, that all this Section 5.2 shall not apply to any Board Participant who is also (i) an officer or employee of the protections Company or any of this Section 5.3 shall otherwise apply its Subsidiaries (other than Affiliated Officers) or (ii) is subject to contractual restrictive covenants under an employment agreement with the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability Company or any of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Personits Subsidiaries.

Freedom to Pursue Opportunities. To The parties expressly acknowledge and agree that except as set forth in the fullest extent permitted by applicable law, Collaboration Agreement (i) the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented to any Sponsor Party even if the 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 Stockholder and each Sponsor Party of its Affiliates has 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 or any of its subsidiaries, on its own account or in partnership with, or as an employee, officer, director or stockholder of, any other Person, including those lines of business deemed to be competing with the Company or any of its subsidiaries, (ii) none of the Company or any of its subsidiaries shall have any rights in and to the business ventures of the Stockholder or any of its Affiliates, or the income or profits derived therefrom (other than in its capacity as a stockholder of the Company), and (iii) in the event that the Stockholder or any of its Affiliates acquires knowledge of a potential transaction or matter that may be an opportunity for the Company, neither the Stockholder nor any of its Affiliates shall have any duty (contractual or otherwise) to communicate or offer present such business opportunity to the Company and Company, any of its subsidiaries and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company or Company, any of its subsidiaries (or any of their respective Affiliates) for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party the Stockholder or any of its Affiliates, directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person or fails to does not present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, any of its subsidiaries; provided that all the foregoing shall not be deemed to amend or modify the terms of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonCollaboration Agreement.

Freedom to Pursue Opportunities. To the fullest extent permitted by applicable law, the Company hereby, on behalf of itself and its subsidiaries, renounces any interest, duty 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 presented Subject to any Sponsor Party even if the opportunity is one that other agreement with the Company or any of its subsidiaries might reasonably Subsidiaries to which any Stockholder (or any of its Affiliates) or any Designated Director (or, if applicable, any Non-Voting Observer) may be deemed to have pursued or had bound, the ability or desire to pursue Parties expressly acknowledge and agree that: (i) each Stockholder and Designated Director (and, if granted the opportunity to do so applicable, any Non-Voting Observer) (and each Sponsor Party Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, including those deemed to be competing with the Company or any of their Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries; and (ii) in the event that a Stockholder or a Designated Director (or, if applicable, any Non-Voting Observer) (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries and such Stockholder or any other Person, the Stockholder and such Designated Director (and, if applicable, any Non-Voting Observer) (and any such Affiliate) shall have no duty (contractual or otherwise) to communicate or offer present such business corporate opportunity to the Company and or any of their Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the fullest extent permitted by applicable lawcontrary, shall not be liable to the Company Company, its Subsidiaries or any of its subsidiaries their respective Affiliates or Stockholders for breach of any fiduciary or other duty, as a Director duty (contractual or otherwise, ) by reason of the fact that such Sponsor Party Stockholder or Designated Director (or, if applicable, any Non-Voting Observer) (or such Affiliate thereof), directly or indirectly, pursues or acquires such business opportunityopportunity for itself, directs such business opportunity to another Person Person, or fails to does not present such business opportunity, or information regarding such business opportunity, opportunity to the Company or any of its subsidiaries. Notwithstanding the foregoing, a Sponsor Party who is a Director and who is offered a business opportunity in his or her capacity as a Director (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.3 shall otherwise apply to the Sponsor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Sponsor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another PersonSubsidiaries.