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 or obligation hereunder including, without limitation, those set forth in Articles V and VI hereof, if the alleged breach is the proximate result of action taken by the Company at the direction of the Chief Executive Officer without the approval or direction of the Company Board (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 agreement, covenant or obligation hereunder including, without limitation, those set forth in Articles V VI and VI 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 the 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 representation, warranty, covenant or agreement or obligation hereunder hereunder, including, without limitation, those set forth in Articles V and VI Article VII hereof, if the alleged breach is the proximate result of action or inaction taken by the Company at the direction of the Chief Executive Officer any officer or director of Parent without the approval or direction of the board of directors of the Company Board (acting with the concurrence of the Independent Committee) or an authorized committee thereof)the 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 agreement, covenant or obligation hereunder including, without limitation, those set forth in Articles V VI and VI 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 the 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 an authorized committee thereof)written consent of each of the members of the Special Committee) or the 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 or obligation hereunder including, without limitation, those set forth in Articles IV and V and VI hereof, if the alleged breach is the proximate result of action taken by the Company at the direction of the Chief Executive Officer without the approval or direction of the Board of Directors of the Company Board (or an authorized committee thereof).