Common use of Actions Taken at Direction of CEO Clause in Contracts

Actions Taken at Direction of CEO. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any agreement, covenant or obligation hereunder including, without limitation, those set forth in Articles VI and VII hereof, if the alleged breach is the proximate result of action taken by the Company at the direction or with the active participation of its Chief Executive Officer without the approval or direction of the Company Board (including the affirmative vote or written consent of at least one (1) director who is a member of the Special Committee), or an authorized committee thereof.

Actions Taken at Direction of CEO. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any agreementrepresentation, warranty, covenant or obligation hereunder agreement hereunder, including, without limitation, those set forth in Articles VI and Article VII hereof, if the alleged breach is the proximate result of action or inaction taken by the Company at the direction of any officer or with the active participation director of its Chief Executive Officer Parent without the approval or direction of the Company Board (including the affirmative vote or written consent board of at least one (1) director who is a member directors of the Special Company (acting with the concurrence of the Independent Committee), ) or an authorized committee thereofthe Independent Committee.

Actions Taken at Direction of CEO. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any agreement, covenant agreement or obligation hereunder including, without limitation, those set forth in Articles V and VI and VII hereof, if the alleged breach is the proximate result of action taken by the Company at the direction or with of the active participation of its Chief Executive Officer without the approval or direction of the Company Board (including the affirmative vote or written consent of at least one (1) director who is a member of the Special Committee), or an authorized committee thereof).

Actions Taken at Direction of CEO. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any agreement, covenant or obligation hereunder including, without limitation, those set forth in Articles VI and VII hereof, if the alleged breach is the proximate result of action taken by the Company at the direction or with the active participation of its Chief Executive Officer or the President/Chief Operating Officer/Chief Financial Officer without the approval or direction of the Company Board (including the affirmative vote or written consent of at least one (1) director who is a member each of the members of the Special Committee), ) or an authorized committee thereofthe Special Committee.

Actions Taken at Direction of CEO. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any agreement, covenant agreement or obligation hereunder including, without limitation, those set forth in Articles VI IV and VII V hereof, if the alleged breach is the proximate result of action taken by the Company at the direction or with of the active participation of its Chief Executive Officer without the approval or direction of the Company Board (including the affirmative vote or written consent of at least one (1) director who is a member Directors of the Special Committee), Company (or an authorized committee thereof).