Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand and each Manager and Manager Designee (or one or more of its respective Indemnitees or portfolio companies), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except as a Manager or Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the ManagersManager, the Manager Designees and their respective the Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective the Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each the Manager, each Manager Designee and their respective the Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand hand, and the Manager and each Manager and Manager Designee (or one or more of its respective Indemnitees or portfolio companiesthe Indemnitees), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the ManagersManager, the Manager Designees or their respective the Indemnitees. Except as a the Manager or a Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the ManagersManager, the Manager Designees and their respective the Indemnitees currently have, and will in the future have have, or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective the Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each the Manager, each Manager Designee and their respective the Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand hand, and the Manager and each Manager and Manager Designee (or one or more of its respective Indemnitees or portfolio companiesthe Indemnitees), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the ManagersManager, the Manager Designees or their respective Indemniteesthe Indemnitees as they involve the Companies. Except Subject to Section 7, and except as a the Manager or a Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the ManagersManager, the Manager Designees and their respective the Indemnitees have access to information about the Companies that will enhance such persons’ knowledge and understanding of the industries in which the Companies operate, and currently have, have and will in the future have or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective the Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each the Manager, each Manager Designee and their respective the Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand hand, and the Manager and each Manager and Manager Designee (or one or more of its respective Indemnitees or portfolio companiesthe Indemnitees), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the ManagersManager, the Manager Designees or their respective the Indemnitees. Except , and, except as a the Manager or a Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, Company on the one hand and each Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Companies Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies Company as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except as a the Managers or the Manager or Manager Designee Designees, may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the ManagersManager, the Manager Designees (including, without limitation, each of the TPG Nominated Directors (as such term is defined in the Stockholders Agreement)) and their respective the Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective the Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each the Manager, each Manager Designee and their respective the Indemnitees have myriad duties to various investors and partners, and in anticipation that the CompaniesCompany, on the one hand hand, and the Manager and each Manager and Manager Designee (or one or more of its respective Indemnitees or portfolio companiesthe Indemnitees), on the other hand, 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 Companies Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies Company as they may involve the ManagersManager, the Manager Designees or their respective the Indemnitees. Except as a the Manager or a Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand and each Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except as a the Managers or the Manager or Manager Designee Designees, may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the ManagersManager, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Axcan Companies, on the one hand hand, and each the Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Axcan Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Axcan Companies as they may involve the ManagersManager, the Manager Designees or their respective Indemnitees. Except as a the Manager or the Manager Designee Designees may otherwise explicitly agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that that, except to the extent separately agreed with the Springboard Companies, the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Springboard Companies, on the one hand and each Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Springboard Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Springboard Companies as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except to the extent separately agreed with the Springboard Companies, as a the Managers or the Manager or Manager Designee Designees may otherwise explicitly agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the each Manager Designees or former Manager and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the each Manager Designees or former Manager or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee or former Manager and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the CompaniesSunGard Corporations, on the one hand and each Manager and Manager Designee of the Managers or former Managers (or one or more of its respective Indemnitees affiliates, associated investment funds or portfolio companies), on the other hand, 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 Companies SunGard Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies SunGard Corporations as they may involve the Managers, the Manager Designees or their respective Indemniteessuch Manager. Except as a Manager or former Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the each Manager Designees and their its respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the each Manager Designees or their its respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their its respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the CompaniesBCT-Dunkin’ Brands Corporations, on the one hand and each Manager and Manager Designee of the Managers (or one or more of its respective Indemnitees affiliates, associated investment funds or portfolio companies), on the other hand, 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 Companies BCT-Dunkin’ Brands Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies BCT-Dunkin’ Brands Corporations as they may involve the Managers, the Manager Designees or their respective Indemniteessuch Manager. Except as a Manager or Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand and each Manager and Manager Designee (or one or more of its their respective Indemnitees affiliates, associated investment funds or portfolio companies), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the Managers, Managers or the Manager Designees or their respective IndemniteesDesignees. Except as a the Managers or the Manager or Manager Designee Designees, may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Avaya Companies, on the one hand and each Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Avaya Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Avaya Companies as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except as a the Managers or the Manager or Manager Designee Designees may otherwise explicitly agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managerseach of Bain, the TPG, Cassia and 3i (each a “Sponsor Manager”) or former Sponsor Manager Designees and their respective Indemnitees Indemnified Parties currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the each Sponsor Manager Designees or former Sponsor Manager or their respective Indemnitees Indemnified Parties may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Sponsor Manager Designee or former Sponsor Manager and their respective Indemnitees Indemnified Parties have myriad duties to various investors and partners, and in anticipation that the CompaniesCompany, on the one hand hand, and each Manager and Manager Designee of the Sponsor Managers or former Sponsor Managers (or one or more of its respective Indemnitees Affiliates, associated investment funds or portfolio companies), on the other hand, 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 Companies Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) 3.3 are set forth to regulate, define and guide the conduct of certain affairs of the Companies Company as they may involve the Managers, the Manager Designees or their respective Indemniteessuch Manager. Except as a Sponsor Manager or former Sponsor Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that that, except to the Managersextent separately agreed with the Springboard Companies, the Manager, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the ManagersManager, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each the Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Springboard Companies, on the one hand and each the Manager and Manager Designee (or one or more of its their respective Indemnitees or portfolio companies), on the other hand, 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 Springboard Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Springboard Companies as they may involve the ManagersManager, the Manager Designees or their respective Indemnitees. Except to the extent separately agreed with the Springboard Companies, as a the Manager or the Manager Designee Designees may otherwise explicitly agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that the Managers, the Manager Designees and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, the Manager Designees or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager, each Manager Designee and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Companies, on the one hand hand, and each Manager and Manager Designee (or one or more of its their respective Indemnitees affiliates, associated investment funds or portfolio companies), on the other hand, 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 Companies hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the Managers, Managers or the Manager Designees. Except as the Managers or the Manager Designees or their respective Indemnitees. Except as a Manager or Manager Designee may otherwise agree in writing after the date hereof:

Freedom to Pursue Opportunities. In recognition that (i) the ManagersManagers and their affiliates (other than the Companies and their subsidiaries) performing the Services or other services under this Agreement (each of the Managers and each such affiliate collectively, the “Manager Designees and their respective Indemnitees Group”) currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Managers, a member of the Manager Designees or their respective Indemnitees Group may serve as an advisor, a director or in some other capacity, and (ii) in recognition that each Manager, each members of the Manager Designee and their respective Indemnitees Group have myriad duties to various investors and partners, partners and in anticipation that the Companies, on the one hand hand, and each the members of the Manager and Manager Designee Group (or one or more of its their respective Indemnitees affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and (iii) in recognition of the benefits to be derived by the Companies hereunder hereunder, and (iv) in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b8(b) are set forth to regulate, define and guide the conduct of certain affairs of the Companies as they may involve the Managers, the Manager Designees or their respective Indemnitees. Except as a Manager or Manager Designee the Managers may otherwise agree in writing after the date hereof: