Fiduciary Duty Action definition

Fiduciary Duty Action means the adversary proceeding [Adv. Pro. No. 09-01616] commenced by the Committee on behalf of the Conveying Subsidiaries’ Estates against TOSA, the Defendant Directors and Officers and other parties, as such complaint and the parties thereto may be amended from time to time and settled pursuant to the D&O Insurance Coverage Settlement Agreements or other settlements or compromises thereof.
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Fiduciary Duty Action means the adversary proceeding styled Official Comm. of Unsecured Creditors v. Technical Olympic S.A., et al., Case No. 09- 01616.
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Fiduciary Duty Action. “Fiduciary Duty Action Dispute Notice” “Fiduciary Duty Action Notice” “Financial Statement” “Firm” “First Closing Purchase Price” “Fundamental Representations” “Fund Cash Balance Certificate” “Fund Interests” “Future Interest Amount” “GP Takebacks” “GP Takeback Consent” “GP Takeback Put Option” “Guarantor” “Holdover GP Takebacks” “Indemnity Amount” “Interest Rate” “Interim Accrued Expenses” 3.3(a) 2.3(c) 5.12 2.3(c) 3.5(c) 5.9(c) 5.9(c) 5.6(a) 2.1(a)(i) 2.1(a)(ii) 2.3(j) 2.3(j) 2.3(j) 2.3(j) Definition of Bridging Issue RECITALS 3.12(a) 5.7(i) 2.4(a)(i) 2.4(a)(i) 5.13 5.9(b) 7.4 7.4 5.6(a) RECITALS 3.14 2.3(b) 2.4(a)(i) 2.4(c) 2.1(a)(iii) 2.1(a)(iv) 2.3(a) 5.1(q) 5.1(q) 5.1(q) 3.5(a) 2.3(e) 2.2(a) 7.1(a) 5.14 RECITALS 2.3(a) 2.5 2.5 2.5(c) Preamble 2.5(a) 7.4 2.3(l) 2.3(a)
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Examples of Fiduciary Duty Action in a sentence

  • The Settlement Amount represents the amount of MM's reasonable fees and expenses associated with the (a) Solicitation and (b) the Meeting Litigation, the Fiduciary Duty Action and the New York Action (collectively, the "Relevant Actions").

  • MM and Defendants desire to avoid the hazards, uncertainties, and expense of continued litigation between themselves and have agreed to settle and dismiss the Fiduciary Duty Action and the New York Action upon the terms and conditions set forth in this Agreement.

  • The parties hereby stipulate that the prior dismissal of the Fiduciary Duty Action shall be deemed to have been with prejudice, and the parties, through their counsel, shall execute any further documents appropriate to confirm this stipulation.

  • It is understood and agreed by the parties that the payment of the Settlement Amount by Liquid Audio is made in compromise of all disputed claims related to the Solicitation and the Relevant Actions and should not be construed as an admission of liability by MM, Liquid Audio or any of the Individual Defendants named in the Fiduciary Duty Action, including Xxxxxxx X.

Related to Fiduciary Duty Action

  • Fiduciary has the meaning set forth in ERISA Sec. 3(21).

  • duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes, but is not limited to, any interest, fine, penalty, charge or other amount imposed in respect of the above, but excludes any Tax;

  • Third Party Action means any suit or proceeding by a person or entity other than a Party for which indemnification may be sought by a Party under Article VII.

  • Retaliatory action means action which includes, but is not limited to, the refusal to continue an agreement, or a material reduction in the quality of service or quantity of products available to a wholesaler under an agreement, which refusal or reduction is not made in good faith.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Discriminatory Action shall occur if:

  • Independent Fiduciary means an independent fiduciary who will serve as a fiduciary to the Plan in accordance with Article 3 that has no relationship or interest in any of the Settling Parties and is mutually agreed to by the Settling Parties.

  • Presumption or "presumed" means that the trier of fact must find the existence of the fact presumed unless and until evidence is introduced which would support a finding of its nonexistence.

  • Released Person means any person who is released on bail or on his personal bond, as the case may be;

  • Family relationship means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Texas Government Code.

  • Named Fiduciary means the Fiduciary or Fiduciaries named herein or in the Adoption Agreement who jointly or severally have the authority to control and manage the operation and administration of the Plan.

  • Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.

  • Retaliatory personnel action means denial of any right guaranteed under the Act and any threat, discharge, including a constructive discharge, suspension, demotion, unfavorable reassignment, refusal to promote, disciplinary action, sanction, reduction of work hours, reporting or threatening to report the actual or suspected immigrant status of an employee or the employee’s family, or any other adverse action against an employee.

  • Wrongdoing means a violation, which is not of a merely technical or minimal nature, of a federal

  • Federally related transaction means any real estate related

  • Rule 506(d) Related Party means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

  • Exposed person means any person wholly or partially in a danger zone;

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Exculpated Party means, collectively, and in each case in its capacity as such: (a) the Debtors;

  • Company Related Party has the meaning set forth in Section 3.19.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.

  • Conflict of Interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the State, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

  • Fraud means any offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

  • regulated person means a person whose collection activities are confined and are directly related to the operation of a business other than that of a collection agency including any of the following:

  • Institutional Responsibilities means an Investigator’s professional responsibilities on behalf of the Institution, including activities such as research, teaching, clinical or other professional practice, academic activities, scholarly events, institutional committee memberships, and service on panels such as Institutional Review Boards or Data and Safety Monitoring Boards.

  • On duty means that a pharmacist is on the premises at the address of the permitted pharmacy and is available as needed.