Common use of Competing With the Company Clause in Contracts

Competing With the Company. The Members have formed the Company and entered into this Agreement and become Members with the expectation that one or more of the Managers and one or more Members (or any of their respective Affiliates): (x) would deal with the Company without any restrictions imposed on the ability to compete with the Company, notwithstanding any access a Member may have to Confidential Information of the Company or any position a Member may have with respect to trust and confidence in relation to the Company and its Members; (y) are permitted to, 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 subsidiaries of the Company; and (z) are permitted to, and may presently or in the future, have or develop strategic relationships with businesses that are or may be competitive with the Company and the subsidiaries of the Company. Accordingly, no Member is required to refrain from competing with the Company in the conduct of the Company’s business before the dissolution of the Company and the Members and the Managers may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company will not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. Without limiting the generality of the foregoing, any Manager or any Member (or any of their respective Affiliates) may directly or indirectly, without violating the Manager or Member’s duty of loyalty. (A) render services or give advice to, or affiliate with (as employee, partner, consultant or otherwise), or (B) directly or through one or more of any of such Member’s or Manager’s Affiliates, own, manage, operate, control or participate in the ownership, management, operation or control of, any competitor of the Company or any division or business segment of any competitor of the Company; ii. directly or through one or more of any of such Member’s or Manager’s Affiliates, solicit or entice, or attempt to solicit or entice, any clients, customers or suppliers of the Company or any subsidiary of the Company for purposes of working with or doing business with a Person other than the Company; and iii. directly or through one or more of any of such Member’s or Manager’s Affiliates, hire or solicit, or encourage any other Person to hire or solicit, any individual who is or has been employed by the Company. EACH MEMBER WAS ADVISED BY COUNSEL, OR HAD THE OPPORTUNITY TO BE ADVISED BY COUNSEL, IN ENTERING INTO THIS AGREEMENT AND IS FULLY APPRISED AND AWARE OF ALL IMPLICATIONS AND CONSEQUENCES OF ENTERING INTO THIS AGREEMENT. THE MEMBERS AGREE THAT THIS SECTION 5.7(b) IS NOT MANIFESTLY UNREASONABLE.

Competing With the Company. The Members have formed the Company and entered into this Agreement and become Members with the expectation that one or more of the Managers and one or more Members (or any of their respective Affiliates): (x) would deal with the Company without any restrictions imposed on the ability to compete with the Company, notwithstanding any access a Member may have to Confidential Information of the Company or any position a Member may have with respect to trust and confidence in relation to the Company and its Members; (y) are permitted to, 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 subsidiaries of the Company; and (z) are permitted to, and may presently or in the future, have or develop strategic relationships with businesses that are or may be competitive with the Company and the subsidiaries of the Company. Accordingly, no Member is required to refrain from competing with the Company in the conduct of the Company’s 's business before the dissolution of the Company and the Members and the Managers may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company will not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. Without limiting the generality of the foregoing, any Manager or any Member (or any of their respective Affiliates) may directly or indirectly, without violating the Manager or Member’s 's duty of loyalty.. i. (A) render services or give advice to, or affiliate with (as employee, partner, consultant or otherwise), or (B) directly or through one or more of any of such Member’s 's or Manager’s AffiliatesManager'sAffiliates, own, manage, operate, control or participate in the ownership, management, operation or control of, any competitor of the Company or any division or business segment of any competitor of the Company; ; ii. directly or through one or more of any of such Member’s 's or Manager’s 's Affiliates, solicit or entice, or attempt to solicit or entice, any clients, customers or suppliers of the Company or any subsidiary of the Company for purposes of working with or doing business with a Person other than the Company; and and iii. directly or through one or more of any of such Member’s 's or Manager’s 's Affiliates, hire or solicit, or encourage any other Person to hire or solicit, any individual who is or has been employed by the Company. EACH MEMBER WAS ADVISED BY COUNSEL, OR HAD THE OPPORTUNITY TO BE ADVISED BY COUNSEL, IN ENTERING INTO THIS AGREEMENT AND IS FULLY APPRISED AND AWARE OF ALL IMPLICATIONS AND CONSEQUENCES OF ENTERING INTO THIS AGREEMENT. THE MEMBERS AGREE THAT THIS SECTION 5.7(b) IS NOT MANIFESTLY UNREASONABLE.