MEMBER; OR IN ANY WAY SEEK TO INFLUENCE THE
MANAGEMENT OR POLICIES OF ANOTHER CLASS B MEMBER; OR
(D)
ENTER INTO ANY DISCUSSIONS OR UNDERSTANDINGS
WITH ANY THIRD PARTY WHICH WOULD RESULT IN A VIOLATION OF THE FOREGOING.
The foregoing obligations of the Class B Members shall terminate upon one
(1) year after:
(a) the dissolution of the Operating Company; or (b) the
transfer or conversion by either Class B Member of the Class B Common Stock of
the Management Company Beneficially Owned, directly or indirectly, by the Member
or its Subsidiaries.
16.9.
NON-HIRE AND NON-SOLICITATION OF EMPLOYEES.
A CLASS B MEMBER SHALL
NOT HIRE OR ATTEMPT TO HIRE ANY OPERATING COMPANY EMPLOYEE OR ANY "LOANED"
EMPLOYEE WORKING FOR THE OPERATING COMPANY WHILE IT OR A SUBSIDIARY OWNS A SHARE
OF CLASS B COMMON STOCK AND FOR A PERIOD OF ONE (1) YEAR THEREAFTER; PROVIDED,
HOWEVER, THAT NOTHING HEREIN SHALL BE DEEMED TO PROHIBIT A CLASS B MEMBER FROM
CONDUCTING SOLICITATIONS OF THE GENERAL PUBLIC FOR EMPLOYMENT BY SUCH CLASS B
MEMBER.
16.10.
MEMBERS' EXPENSES.
EACH PARTY SHALL PAY FOR THE EXPENSES INCURRED IN
CONNECTION WITH ITS DIRECTORS AND EMPLOYEES ATTENDING MEETINGS.
THE MANAGEMENT
COMPANY SHALL DEVELOP A PLAN FOR COMPENSATING OUTSIDE DIRECTORS.
16.11.
INSURANCE.
THE OPERATING COMPANY SHALL PURCHASE AND MAINTAIN
INSURANCE COVERAGE ADEQUATE TO COVER RISKS OF SUCH TYPES AND IN SUCH AMOUNTS AS
ARE CUSTOMARY FOR COMPANIES OF SIMILAR SIZE ENGAGED IN SIMILAR LINES OF
BUSINESS, INCLUDING, WITHOUT LIMITATION, LIABILITY INSURANCE FOR THE BENEFIT OF
ITS EMPLOYEES AND OFFICERS WITH RESPECT TO CLAIMS AGAINST SUCH EMPLOYEES AND
OFFICERS IN THEIR CAPACITY AS EMPLOYEES AND OFFICERS IN SUCH AMOUNTS AS THE
MANAGEMENT COMPANY SHALL DETERMINE ARE ADEQUATE.
16.12.
FREEDOM OF ACTION.
NO MEMBER SHALL BE LIABLE FOR BREACH OF ANY
FIDUCIARY DUTY TO THE OPERATING COMPANY.
IN THE EVENT THAT A MEMBER ACQUIRES
KNOWLEDGE OF A POTENTIAL TRANSACTION, AGREEMENT, ARRANGEMENT OR OTHER MATTER
WHICH MAY BE A CORPORATE OPPORTUNITY FOR BOTH SUCH MEMBER AND THE OPERATING
COMPANY, SUCH MEMBER SHALL NOT HAVE ANY DUTY TO COMMUNICATE OR OFFER SUCH
CORPORATE OPPORTUNITY TO THE OPERATING COMPANY AND SUCH MEMBER SHALL NOT BE
LIABLE TO THE OPERATING COMPANY FOR BREACH OF ANY FIDUCIARY OR OTHER DUTY BY
REASON OF THE FACT THAT SUCH MEMBER PURSUES OR ACQUIRES SUCH CORPORATE
OPPORTUNITY FOR ITSELF, DIRECTS SUCH CORPORATE OPPORTUNITY TO ANOTHER PERSON OR
ENTITY OR DOES NOT COMMUNICATE SUCH CORPORATE
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OPPORTUNITY TO THE OPERATING COMPANY.
THE MEMBERS ACKNOWLEDGE AND AGREE THAT
THE TERMS OF THIS SECTION 16.12 SHALL IN NO WAY RESTRICT OR EXPAND THAT RIGHTS
AND OBLIGATIONS OF THE MEMBERS SET FORTH IN ARTICLE 5.
16.13.
INDEMNIFICATION.
THE OPERATING COMPANY SHALL, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW AS IT PRESENTLY EXISTS OR MAY HEREAFTER BE AMENDED,
INDEMNIFY ANY PERSON WHO IS A PARTY, OR IS THREATENED TO BE MADE A PARTY, TO ANY
LITIGATION BY REASON OF THE FACT THAT SUCH PERSON IS OR WAS A MEMBER, AN OFFICER
OF THE OPERATING COMPANY OR OF A MEMBER, OR