Common use of Asset Management Resolution Clause in Contracts

Asset Management Resolution. The Board of Directors of Parent shall have passed a resolution (the “Asset Management Resolution”) authorizing the retention of Lazard Freres & Co. and AlixPartners to work, under the direction of the Governance Committee, with the Interim COO and the management of each of the Company and its applicable Subsidiaries to meet the requirements set forth in the Closing Date Budget with respect to IPW and its Subsidiaries, Go Networks and its Subsidiaries, the Global Services Strategic Business Unit of NextWave Broadband, and the Semiconductor Strategic Business Unit of NextWave Broadband (collectively, the “Named Businesses”), namely that within the timetables contemplated by the Closing Date Budget, each of such businesses shall no longer require cash or any other type of financial or monetary support from the Company in any form, and the Company shall no longer incur any liabilities with respect to such businesses (the “Named Business Condition”); provided that any disposition or liquidation of any of the Named Businesses will remain subject to the direction, review and approval by the Governance Committee, as delegatee of the Board of Directors. Notwithstanding anything to the contrary in this Article II, with respect to the conditions precedent referenced, the Collateral Agent shall not be responsible for determining the satisfaction of such conditions precedent, or liable for any failure thereof.

Asset Management Resolution. The Board of Directors of Parent shall have passed a resolution (the “"Asset Management Resolution”") authorizing the retention of Lazard Freres & Co. and AlixPartners to work, under the direction of the Governance Committee, with the Interim COO and the management of each of the Company and its applicable Subsidiaries to meet the requirements set forth in the Closing Date Budget with respect to IPW and its Subsidiaries, Go Networks and its Subsidiaries, the Global Services Strategic Business Unit of NextWave Broadband, and the Semiconductor Strategic Business Unit of NextWave Broadband (collectively, the “"Named Businesses”"), namely that within the timetables contemplated by the Closing Date Budget, each of such businesses shall no longer require cash or any other type of financial or monetary support from the Company in any form, and the Company shall no longer incur any liabilities with respect to such businesses (the “"Named Business Condition”"); provided that any disposition or liquidation of any of the Named Businesses will remain subject to the direction, review and approval by the Governance Committee, as delegatee of the Board of Directors. Notwithstanding anything to the contrary in this Article II, with respect to the conditions precedent referenced, the Collateral Agent shall not be responsible for determining the satisfaction of such conditions precedent, or liable for any failure thereof.