Common use of Other Business Activities Clause in Contracts

Other Business Activities. The Parties expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company Subsidiaries; (iii) neither Member nor its Affiliates will be prohibited by virtue of its investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties expressly (a) authorize and consent to the involvement of any Member and/or its Affiliates in any Other Business, and (b) 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 to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither Member nor its none of the Members or their Affiliates will be prohibited by virtue of its the Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its their Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other MemberMembers or their Affiliates. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties The parties hereto expressly (a) authorize and consent to the involvement of any Member and/or its the Members and their Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.. ARTICLE XI

Other Business Activities. The Parties expressly acknowledge and agree that, subject No General Partner shall be obligated to devote its full time to the restrictions contained Partnership, or to devote its financial, personnel or other services or resources exclusively for the benefit or on behalf of the Partnership or to the activities in which the Member Non-Competition Agreement Partnership is participating, but shall only be obligated to devote such time, attention and resources to the conduct of the business of the Partnership as it shall deem reasonably necessary for the conduct of such business and the performance of such parties obligations hereunder, and the General Partners are expressly authorized to exercise their powers and discharge their duties hereunder through their affiliates and employees of such affiliates. Any General Partner and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to haveshareholder, and partner or affiliate of a General Partner, direct or indirect, may presently engage in or possess an interest in the future have, investments or other business relationshipsventures of every nature and description and in any vicinity whatsoever, venturesincluding the ownership, agreements operation, management and development of real property or arrangements resorts, and, except as otherwise provided in this Article, neither the Partnership, nor any other Partner, shall have any rights in or to such independent ventures or to any profits therefrom. Any of such activities may be undertaken with entities or without notice to or participation therein by the other Partners. Each Partner and the Partnership hereby waive any right or claim that they may have against any Partner (or any shareholder or partner of a partner) now or hereafter conducting such activity with respect to the income or profits therefrom. The Partners acknowledge that affiliates of WKA are engaged and affiliates of the KG General Partner expect to become engaged in Puerto Rico in the business of owning, operating, managing and developing hotel and casino resorts and that nothing in the CompanyVenture Agreement or otherwise shall be construed to limit, other than through prevent or otherwise impair such activities. Except as otherwise provided in this Article, no General Partner or any of its affiliates shall have any obligation to offer any opportunity to the Company and Partnership or any Partner or allow the Company Subsidiaries, if Partnership to invest in any (an “Other Business”); (ii) property or business of any General Partner or of any of their affiliates. Neither the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and Partnership nor any Company Subsidiaries; (iii) neither Member nor its Affiliates will be prohibited Partner shall by virtue of its investment this Venture Agreement have any right, title or interest in or to such permitted independent activities or ventures. Notwithstanding the foregoing, if a General Partner of an affiliate thereof undertakes or has an opportunity to undertake or participate in any project any portion of which is located within a one mile radius from the Resort's property line, then it shall offer the other General Partner individually, not the Partnership, an opportunity to participate therein. If such other General Partner desires to participate, either directly or through an affiliate, then the General Partners shall negotiate in good faith equitable terms upon which they both may participate in such project, and, in the Company from pursuing and engaging in event of any such activities; (iv) none failure to reach agreement, each of the Members or its Affiliates or Representatives will be obligated General Partners shall have the right to inform the Company or any other Member of any participate in such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member from serving project on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties expressly (a) authorize and consent to the involvement of any Member and/or its Affiliates in any Other Business, and (b) 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 to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Memberequal basis.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members each Member and their its respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements Agreements, or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members each Member and their its respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither none of any Member nor or its respective Affiliates will be prohibited by virtue of its investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members any Member or its respective Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship relationship, or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit prohibit, or restrict any Board designee of a Member the Initial Members from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Initial Members or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Initial Members and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) Managing Member and the Members and their Affiliates Management Company Group are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) Managing Member and the Members and their Affiliates Management Company Group have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Management Company SubsidiariesGroup; (iii) neither subject to the provisions of Section 11.01, none of Managing Member nor its Affiliates or the Management Company Group will be prohibited by virtue of its Managing Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of Managing Member or the Members or its Affiliates or Representatives Management Company Group will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) subject to the provisions of Section 11.01, nothing contained herein shall limit, prohibit or restrict any Board designee of a the Managing Member from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 Managing Member or the other MemberManagement Company Group. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties The parties hereto expressly (a) authorize and consent to the involvement of any Managing Member and/or its Affiliates the Management Company Group in any Other Business; provided, that any transactions between the Company and/or the Management Company Group and (b) 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 Management Members 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 to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Initial Member and their each of its Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any (an “Other Business”); (ii) the Members Initial Member and their each of its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company SubsidiariesCompany; (iii) neither none of the Initial Member nor any of its Affiliates will be prohibited by virtue of its the Initial Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or Initial Member nor any of its Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any a Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee director, member or manager of a 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 (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Initial Member Non-Competition Agreement and or any other binding written agreement between the Parties, the Parties of its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any the Initial Member and/or 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 (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements agreements, or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither Member nor its none of the Members or their Affiliates will be prohibited by virtue of its the Sponsor's investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its their Affiliates or Representatives will be obligated to inform the Company or any other Management Member of any such opportunity, relationship relationship, or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit prohibit, or restrict any Board designee of a Member the Members from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Members or their Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Members and/or its their Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.. XI. ACCOUNTING; TAX MATTERS

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Sponsor and their its Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members Sponsor and their its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither Member nor none of the Sponsor or its Affiliates will be prohibited by virtue of its the Sponsor’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members Sponsor or its Affiliates or Representatives will be obligated to :inform the Company or any other Management Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member Series B Manager from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Sponsor or its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Sponsor and/or its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (ia) the Members each Shareholder and their respective Affiliates are permitted to have, and may presently or 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 the business of the Company, other than through the Company and the Company Subsidiaries, if any (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and (any Company Subsidiariessuch other investment or relationship, an “Other Business”); (iiib) neither Member nor its none of the Shareholders or their Affiliates will be prohibited by virtue of its investment such Shareholder’s investments in the Company from pursuing and engaging in any such activitiesOther Business; (iv) c); none of the Members Shareholders or its their respective Affiliates or Representatives will be obligated to inform the Company or any other Member Shareholder of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (vd) nothing contained herein shall limit, prohibit or restrict any member of the Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Company and the no other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Shareholders or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member each of the Shareholders and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or a Subsidiary of the Company and (b) 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 Lawapplicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by such Persons Shareholder with respect to the Company or any Memberother Shareholder.

Other Business Activities. The Parties parties hereto expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the business of the Company, other than through the Company and the Company Subsidiaries, if any Subsidiaries (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any the Company Subsidiaries; (iii) neither Member nor its none of the Members or their Affiliates will be prohibited by virtue of its the Member’s investment in the Company from pursuing and engaging in any such activities; (iv) none of the Members or its their Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment (a “Company Opportunity”) or to present any Company Opportunity, and the Company hereby renounces any interest in a Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (v) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member or Manager from serving on the board of directors or other governing body or committee of any Other Business; and (vi) the Company and the other Member 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 the other MemberMembers or their Affiliates. Subject to the provisions of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties The parties hereto expressly (a) authorize and consent to the involvement of any Member and/or its the Members and their Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any Member.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members and their Affiliates are permitted to have, and may presently or 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 the business of the CompanyCompany or any Company Subsidiary, other than through or that are or may be competitive with the Company and the or any Company SubsidiariesSubsidiary (any such other investment or relationship, if any (an “Other Business”); (ii) none of the Members and or their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company Subsidiaries; (iii) neither Member nor its Affiliates will be prohibited by virtue of its investment the Members’ investments in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members or its their Affiliates or Representatives will be obligated to inform the Company or any other Member of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viv) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Company and the 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Members or their Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Members and/or its their Affiliates in any Other Business; provided, that any transactions between the Company and/or any Company Subsidiaries and (b) 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 applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or Company, any Member or Permitted Transferee or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company Company, any Member or any MemberPermitted Transferee.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (i) the Members Controlling Stockholder and their its Affiliates are permitted to have, and may presently or 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 the business of the CompanyCompany or any Company Subsidiary, other than through or that are or may be competitive with the Company and the or any Company SubsidiariesSubsidiary (any such other investment or relationship, if any (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and any Company Subsidiaries; (iii) neither Member nor its Affiliates no Stockholder will be prohibited by virtue of its investment their shareholding in the Company from pursuing and engaging in any such activitiesOther Business; (iviii) none of the Members Controlling Stockholder or its Affiliates or Representatives will be obligated to inform the Company or any other Member Stockholder of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (viv) nothing contained herein shall limit, prohibit or restrict any Board designee of a Member Director from serving on the board of directors or other governing body or committee of any Other Business; and (viv) the Company and the no other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Controlling Stockholder or its Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member the Controlling Stockholder and/or its Affiliates in any Other Business; provided, that any transactions between the Company and/or the Company Subsidiaries and (b) 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 Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or any MemberStockholder.

Other Business Activities. The Parties parties hereto, including the Company, expressly acknowledge and agree that, subject to the restrictions contained in the Member Non-Competition Agreement and any other binding agreement between the Parties: (ia) the Members each Shareholder and their respective Affiliates are permitted to have, and may presently or 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 the business of the Company, other than through the Company and the Company Subsidiaries, if any (an “Other Business”); (ii) the Members and their Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and (any Company Subsidiariessuch other investment or relationship, an “Other Business”); (iiib) neither Member nor its none of the Shareholders or their Affiliates will be prohibited by virtue of its investment such Shareholder’s investments in the Company from pursuing and engaging in any such activitiesOther Business; (ivc) none of the Members Shareholders or its their respective Affiliates or Representatives will be obligated to inform the Company or any other Member Shareholder of any such opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company OpportunityOpportunity to the Company, and the Company hereby renounces any interest in a any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (vd) nothing contained herein shall limit, prohibit or restrict any member of the Board designee of a Member from serving on the board of directors or other governing body or committee of any Other Business; and (vie) the Company and the no other Member 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 the other Member. Subject to the provisions any of the Member Non-Competition Agreement and any other binding written agreement between the Parties, the Parties Shareholders or their respective Affiliates. The parties hereto expressly (a) authorize and consent to the involvement of any Member each of the Shareholders and/or its their respective Affiliates in any Other Business; provided, that any transactions between the Company and/or a Subsidiary of the Company and (b) 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 Lawapplicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company or any Member by each Shareholder or to assert that such involvement constitutes a conflict of interest by such Persons Shareholder with respect to the Company or any Memberother Shareholder.