Common use of Other Business Activities Clause in Contracts

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (a) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates are permitted to have, and presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company (an “Other Business”); (b) none of Calavo, Fresh Benefit or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (c) none of Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any Member of any such opportunity, relationship or investment (a “Business Opportunity”) or to present such Business Opportunity to the Company, and the Company hereby renounces any interest in a Business Opportunity and any expectancy that a Business Opportunity will be offered to it; (d) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, from serving on the board of directors or other governing body or committee of any Other Business; and (e) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or their respective Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of subject to all confidentiality provisions contained in Section 6.4 and subject at all times to this Agreement: (ai) each of CalavoUABRF, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, CAPS and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); provided, however, that no such Other Businesses shall be a Directly Competitive Business (bas defined below), provided, further, that UABRF may engage in an Other Business or have presently or in the future investments in an Other Business including a Directly Competitive Business as long as UABRF does not directly engage in partnering with or investing in a business that develops, sells or manufactures the Apo E Mimetic molecules, including AEM-28 and AEM-18 and analogs licensed pursuant to the License Agreement; (ii) none of CalavoUABRF, Fresh Benefit CAPS or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (c) none of Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any Member Stockholder of any such business opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (diii) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Manager appointed by the CAPS Majority Holders from serving on the board of directors or other governing body or committee of any Other Business; and (eiv) the Members Stockholders will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of CalavoUABRF, Fresh Benefit CAPS or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit CAPS and/or their respective its Affiliates in any Other Business. The parties hereto expressly waive, Business subject to the fullest extent permitted by applicable lawterms contained in this Section 6.5; provided, however, that any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavotransactions between the Company and/or the Company Subsidiaries, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III if any, and an Other Business will be on terms no less favorable to the Company or and/or any Member or to assert that such involvement constitutes Company Subsidiaries, if any, than would be obtainable in a conflict comparable arm’s-length transaction. For purposes of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.46.5, Sections 9.1a “Directly Competitive Business” is a business that engages in the development, 9.2 manufacture or sale of any molecules for the treatment of hypercholesterolemia, hyperlipidemia, acute coronary syndrome, obesity and 9.3 shall remain in effectdiabetes.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, the Members and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be prohibited by virtue of Calavothe Member’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the CompanyCompany Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the other Members or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or the Members and their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.ARTICLE XI

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, Members and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements agreements, or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective the Sponsor's investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be obligated to inform the Company or any Management Member of any such opportunity, relationship relationship, or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the CompanyCompany Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit prohibit, or restrict any Director, who is also a Calavo director, Board designee of the Members from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Management Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the Members or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit the Members and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm's-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.XI. ACCOUNTING; TAX MATTERS

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx Inpixon and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective its Affiliates are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary, which are engaged in business that is not directly competitive with the business of the Company or any Company Subsidiary or that are or may be competitive with the Company or any Company Subsidiary (any such other investment or relationship, an “Other Business”); (bii) none of Calavo, Fresh Benefit Inpixon or their respective its Affiliates will be prohibited by virtue of CalavoInpixon’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activitiesOther Business; (ciii) except as provided herein, none of Calavo, Fresh Benefit Inpixon or their respective its Affiliates will be obligated to inform the Company or any Member of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (div) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Inpixon Director from serving on the board of directors or other governing body or committee of any Other Business; and (ev) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of CalavoInpixon or its Affiliates; provided, Fresh Benefit or their respective Affiliateshowever, that in the event that Inpixon’s Board of Directors determines to consummate a transaction related to a Company Opportunity involving an entity that is engaged in developing and providing solutions using sports data and analytics Inpixon agrees to provide the Steering Committee with thirty (30) days advance notice of the anticipated consummation of such Corporate Opportunity. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit Inpixon and/or their respective its Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effectStockholder.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavothe 1992 Funds, Fresh Benefitthe Whitebox Funds, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securitiesthe HB Directors, and the HB/WB Directors and their respective Affiliates, and, subject to its obligations in Section 5.03 of the Services Agreement, Pernix, the Pernix Directors and their Affiliates are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary that are engaged in business that is not directly competitive with the business of the Company or any Company Subsidiary, or that are or may be competitive with the Company or any Company Subsidiary (any such other investment or relationship, an “Other Business”); (bii) none of Calavothe 1992 Funds and the Whitebox Funds and their Affiliates and, Fresh Benefit or their respective Affiliates subject to its obligations in Section 5.03 of the Services Agreement, Pernix and its Affiliates, will be prohibited by virtue of Calavosuch Person’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activitiesOther Business; (ciii) none of Calavothe 1992 Funds, Fresh Benefit the Whitebox Funds, the HB Directors, and the HB/WB Directors, or their respective Affiliates Affiliates, or, subject to its obligations in Section 5.03 of the Services Agreement, Pernix, the Pernix Directors or their Affiliates, will be obligated to inform the Company or any Member other Stockholder of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (div) nothing contained herein shall limit, prohibit or restrict any HB Director or HB/WB Director, who is also a Calavo directoror, subject to Pernix’s obligations in Section 5.03 of the Services Agreement, any Pernix Director, from serving on the board of directors or other governing body or committee of any Other Business; and (ev) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the 1992 Funds and the Whitebox Funds and their Affiliates or their respective Pernix and its Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavothe 1992 Funds and the Whitebox Funds and their Affiliates, Fresh Benefit and/or their respective Affiliates and, subject to its obligations in Section 5.03 of the Services Agreement, Pernix and its Affiliates, in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction and shall be subject to Section 2.03(b)(vi)(c)(4). The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any MemberStockholder. Notwithstanding anything to Nothing herein shall limit the contrary in this parties’ obligations under Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect5.02.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each the members of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates the Vitruvian Group are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Subsidiary of the Company that are engaged in business that is not directly competitive with the business of the Company or any Subsidiary of the Company, or that are or may be competitive with the Company or any Subsidiary of the Company (any such other investment or relationship, an “Other Business”); (bii) none of Calavo, Fresh Benefit or their respective Affiliates the members of the Vitruvian Group will be prohibited by virtue of CalavoVitruvian’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activitiesOther Business; (ciii) none the members of Calavo, Fresh Benefit or their respective Affiliates the Vitruvian Group will not be obligated to inform the Company or any Member other Stockholder of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (d) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, from serving on the board of directors or other governing body or committee of any Other Business; and (eiv) the Members no other Stockholder will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit or their respective Affiliatesthe members of the Vitruvian Group. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or their respective Affiliates the members of the Vitruvian Group in any Other Business; provided, that any transactions between the Company and/or the Company’s Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company than would be obtainable in a comparable arm's-length transaction, and provided, further, that no Vitruvian Designee may serve on the board of directors or other governing body or committee of any such Other Business without the prior approval of the Board of the Company (excluding any Vitruvian Designee), such approval not to be unreasonably withheld. The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effectStockholder.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (a) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, Shareholder and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company that are engaged in business that is not directly competitive with the business of the Company, or that are or may be competitive with the Company (any such other investment or relationship, an “Other Business”); (b) none of Calavo, Fresh Benefit the Shareholders or their respective Affiliates will be prohibited by virtue of Calavosuch Shareholder’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment investments in the Company from pursuing and engaging in any such activitiesOther Business; (c) none of Calavo, Fresh Benefit the Shareholders or their respective Affiliates will be obligated to inform the Company or any Member other Shareholder of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (d) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, member of the Board from serving on the board of directors or other governing body or committee of any Other Business; and (e) the Members no other Shareholder will not acquire, be provided with an option or opportunity to acquire, or shall not be entitled deemed to any interest or participation in any Other limit the range of possibilities to those ier Business as a result of the participation therein of any of Calavo, Fresh Benefit the Shareholders or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit each of the Shareholders and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or a Subsidiary of the Company and any Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Shareholder with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effectother Shareholder.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx Member and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their its respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements Agreements, or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) each Member and its respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit any Member or their its respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit any Member or their its respective Affiliates will be obligated to inform the Company or any Member of any such opportunity, relationship relationship, or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the CompanyCompany Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit prohibit, or restrict any Director, who is also a Calavo director, Board designee of the Initial Members from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the Initial Members or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit the Initial Members and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (a) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Dxxxx Xxxxxxx and Xxxxxxx Wxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates are permitted to have, and presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company (an “Other Business”); (b) none of Calavo, Fresh Benefit or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx Oxxxxxx and Xxxxxxx Fxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (c) none of Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any Member of any such opportunity, relationship or investment (a “Business Opportunity”) or to present such Business Opportunity to the Company, and the Company hereby renounces any interest in a Business Opportunity and any expectancy that a Business Opportunity will be offered to it; (d) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, from serving on the board of directors or other governing body or committee of any Other Business; and (e) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or their respective Affiliates in any Other Business. The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Dxxxx Xxxxxxx or Xxxxxxx Wxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Dxxxx Xxxxxxx or Xxxxxxx Wxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, the Members and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary that are engaged in business that is not directly competitive with the business of the Company or any Company Subsidiary, or that are or may be competitive with the Company or any Company Subsidiary (any such other investment or relationship, an “Other Business”); (bii) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment the Members’ investments in the Company from pursuing and engaging in any such activitiesOther Business; (ciii) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (div) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Member Director from serving on the board of directors or other governing body or committee of any Other Business; and (ev) the Members no other Member or Permitted Transferee will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the Members or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit the Members and/or their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or any Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or any Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawLaw, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or Company, any Member or Permitted Transferee or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company Company, any Member or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effectPermitted Transferee.

Other Business Activities. The parties hereto hereto, including the Company, expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (a) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, Shareholder and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company that are engaged in business that is not directly competitive with the business of the Company, or that are or may be competitive with the Company (any such other investment or relationship, an “Other Business”); (b) none of Calavo, Fresh Benefit the Shareholders or their respective Affiliates will be prohibited by virtue of Calavosuch Shareholder’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment investments in the Company from pursuing and engaging in any such activitiesOther Business; (c) ); none of Calavo, Fresh Benefit the Shareholders or their respective Affiliates will be obligated to inform the Company or any Member other Shareholder of any such opportunity, relationship or investment in any Other Business (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business any Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (d) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, member of the Board from serving on the board of directors or other governing body or committee of any Other Business; and (e) the Members no other Shareholder will not acquire, be provided with an option or opportunity to acquire, or shall not be entitled deemed to any interest or participation in any Other limit the range of possibilities to those ier Business as a result of the participation therein of any of Calavo, Fresh Benefit the Shareholders or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit each of the Shareholders and/or their respective Affiliates in any Other Business. ; provided, that any transactions between the Company and/or a Subsidiary of the Company and any Other Business will be on terms no less favorable to the Company and/or the Subsidiaries of the Company than would be obtainable in a comparable arm’s-length transaction The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Shareholder with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effectother Shareholder.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, the F3C Investors and their respective Affiliates and Permitted Transferees are permitted to have, have and may presently have or may in the future have, investments or other business relationships, ventures, agreements agreements, or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) the F3C Investors and their Affiliates and Permitted Transferees have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit the F3C Investors or their respective Affiliates or Permitted Transferees will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment their investments in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit the F3C Investors or their respective Affiliates or Permitted Transferees will be obligated to inform the Company or any Member ATN Unitholder of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby disclaims and renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered or presented to it; and (dv) nothing contained herein shall limit, prohibit or restrict any DirectorATN Manager or F3C Manager, who is also or any Manager designated by the holders of a Calavo directormajority of Common Units, from serving on the board of directors or other governing body or committee of any Other Business; and (e) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or the F3C Investors or their respective Affiliates or Permitted Transferees in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx Sponsor and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective its Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) the Sponsor and its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit the Sponsor or their respective its Affiliates will be prohibited by virtue of Calavothe Sponsor’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit the Sponsor or their respective its Affiliates will be obligated to :inform the Company or any Management Member of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the CompanyCompany Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Series B Manager from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Management Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the Sponsor or their respective its Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit the Sponsor and/or their respective its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, the Members and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Company Subsidiaries; (iii) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be prohibited by virtue of Calavothe Member’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit the Members or their respective Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the CompanyCompany Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the other Members or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit and/or the Members and their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and an Other Business will be on terms no less favorable to the Company and/or the Company Subsidiaries than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of subject to all confidentiality provisions contained in Section 7.01 and subject at all times to this Agreement: (ai) each of CalavoUABRF, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, CAPS and their respective Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); provided, however, that no such Other Businesses shall be a Directly Competitive Business (bas defined below), provided further that UABRF may engage in an Other Business or have presently or in the future investments in an Other Business including a Directly Competitive Business as long as UABRF does not directly engage in partnering with or investing in a business that develops, sells or manufactures the Apo E Mimetic molecules, including AEM-28 and AEM-18 and analogs licensed pursuant to the License Agreement; (ii) none of CalavoUABRF, Fresh Benefit CAPS or their respective Affiliates will be prohibited by virtue of Calavo’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (c) none of Calavo, Fresh Benefit or their respective Affiliates will be obligated to inform the Company or any Member of any such business opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (diii) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, Manager appointed by the CAPS Majority Unitholders from serving on the board of directors or other governing body or committee of any Other Business; and (eiv) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of CalavoUABRF, Fresh Benefit CAPS or their respective Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit CAPS and/or their respective its Affiliates in any Other Business. The parties hereto expressly waive, Business subject to the fullest extent permitted by applicable lawterms contained in this Section 7.02; provided, however, that any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavotransactions between the Company and/or the Company Subsidiaries, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III if any, and an Other Business will be on terms no less favorable to the Company or and/or any Member or to assert that such involvement constitutes Company Subsidiaries, if any, than would be obtainable in a conflict comparable arm's-length transaction. For purposes of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.47.02, Sections 9.1a “Directly Competitive Business” is a business that engages in the development, 9.2 manufacture or sale of any molecules for the treatment of hypercholesterolemia, hyperlipidemia, acute coronary syndrome, obesity and 9.3 shall remain in effectdiabetes.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) the Initial Member and each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective its Affiliates are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company (an “Other Business”); (bii) the Initial Member and each of its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company; (iii) none of Calavo, Fresh Benefit or their respective the Initial Member nor any of its Affiliates will be prohibited by virtue of Calavothe Initial Member’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit or their respective the Initial Member nor any of its Affiliates will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business Opportunity to the Companya Company Opportunity, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, member or manager of the Initial Member or any of their respective Affiliates from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the other Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit the Initial Member or their respective any of its Affiliates. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit the Initial Member and/or their respective its Affiliates in any Other Business. The parties hereto expressly agree and acknowledge that the Board shall have the right to cause the Company to enter into any transaction or contract with any Other Business; provided, that any transaction or contract between the Company and such Other Business will be on terms no less favorable to the Company than would be obtainable in a comparable arm’s-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.

Other Business Activities. The parties hereto expressly acknowledge and agree that, notwithstanding any other provision of this Agreement: (ai) each of Calavo, Fresh Benefit, Inc. (“Fresh Benefit”), of which Xxxxx Xxxxxxx Managing Member and Xxxxxxx Xxxxxxx III are officers and/or beneficial owners of equity securities, and their respective Affiliates the Management Company Group are permitted to have, and may presently have or may in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in business that is not directly competitive with the business of the Company, other than through the Company and the Company Subsidiaries (an “Other Business”); (bii) Managing Member and the Management Company Group have or may develop a strategic relationship with businesses that are or may be competitive with the Company and the Management Company Group; (iii) subject to the provisions of Section 11.01, none of Calavo, Fresh Benefit Managing Member or their respective Affiliates the Management Company Group will be prohibited by virtue of CalavoManaging Member’s and Messrs. Xxxxxxx and Xxxxxxx III’s respective investment in the Company from pursuing and engaging in any such activities; (civ) none of Calavo, Fresh Benefit Managing Member or their respective Affiliates the Management Company Group will be obligated to inform the Company or any Member of any such opportunity, relationship or investment (a “Business Company Opportunity”) or to present such Business any Company Opportunity to the Company, and the Company hereby renounces any interest in a Business Company Opportunity and any expectancy that a Business Company Opportunity will be offered to it; (dv) subject to the provisions of Section 11.01, nothing contained herein shall limit, prohibit or restrict any Director, who is also a Calavo director, the Managing Member from serving on the board of directors or other governing body or committee of any Other Business; and (evi) the Members will not acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of Calavo, Fresh Benefit Managing Member or their respective Affiliatesthe Management Company Group. The parties hereto expressly authorize and consent to the involvement of Calavo, Fresh Benefit Managing Member and/or their respective Affiliates the Management Company Group in any Other Business; provided, that any transactions between the Company and/or the Management Company Group and an Other Business will be on terms no less favorable to the Company and/or the Management Company Group than would be obtainable in a comparable arm’s-length transaction. The parties Management Members hereto expressly waive, to the fullest extent permitted by applicable lawApplicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III to the Company or any Member or to assert that such involvement constitutes a conflict of interest by Calavo, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxx III such Persons with respect to the Company or any Member. Notwithstanding anything to the contrary in this Section 9.4, Sections 9.1, 9.2 and 9.3 shall remain in effect.