(f) Except as otherwise set forth herein, any action to be
taken by the Members, or any approval or consent required hereunder, shall be
deemed taken, granted or given hereunder (i) without any requirement of notice
or meeting, upon the unanimous action, approval or consent of the Members or
(ii) upon the affirmative vote of Members holding a majority of the outstanding
LLC Interests at a meeting of Members duly called by any Member upon not less
than 30 days prior written notice (specifying the action to be taken or approval
or consent to be granted or given) to all Members.
ARTICLE 9. Activities of Members. The Members may have and
engage in any other activities, business, enterprises or investments without any
liability to the Company arising therefrom, except that IFP covenants and agrees
that for so long as it is a Member herein and for a two year period thereafter,
IFP will not (i) directly or indirectly, own (except for minor holdings in
publicly listed or traded companies), manage, operate, join, control or
otherwise participate in, whether as a partner, director, shareholder or
otherwise, any business competitive with the business of the Company, PFS or any
of their respective subsidiaries; (ii) attempt in any manner to persuade any of
the suppliers or customers of the Company, PFS or any of their respective
subsidiaries to cease doing business or reduce the amount of business which any
of such suppliers or customers has done or may contemplate doing with the
Company, PFS or any of their respective subsidiaries; and (iii) whether directly
or indirectly, and whether on its own behalf or as a consultant, advisor, agent,
representative, shareholder, partner, independent contractor or in any capacity
on behalf of any sole proprietorship, corporation, partnership, joint venture,
person or other entity, employ any person who at any time during such period is
or was an employee of the Company, PFS or any of their subsidiaries. IFP
acknowledges that (i) the restrictive covenants set forth herein are necessary
in order to protect and maintain the legitimate business interests of the
Company and PFS and it is reasonable that the restrictive covenants set forth
above are not limited by any specific geographic area; (ii) the remedy at law
for any breach of this covenant by it will be inadequate and that, accordingly,
the Company and PFS shall, in addition to all other available remedies
(including without limitation seeking damages and an accounting for lost
profits), be entitled to injunctive relief; (iii) if any of the covenants
contained in this Section, or any part hereof, is hereinafter construed to be
invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portions; (iv) if any of the covenants contained in this Section, or any
part hereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the court making such determination shall
have the power to reduce the duration and/or geographic area of such provision
and, in its reduced form, said provision shall then be enforceable; and (v) in
the event that the courts of any one or more of any state having jurisdiction
shall hold the above covenants wholly unenforceable by reason of the breadth of
scope or otherwise, it is the intention of the parties hereto that such
determination not bar or in any way affect the right of the Company or PFS to
the relief provided above in the courts of any other states within the
geographical scope of such covenants, as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
being, for this purpose, severable into diverse and independent covenants.
ARTICLE 10. Limitation of Liability. Except as otherwise
provided by the Act, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company; and no Member, Manager,
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