Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s fiduciary obligations under applicable law.
Appears in 4 contracts
Samples: Restructuring Support Agreement (Dynegy Inc.), Restructuring Support Agreement (Dynegy Inc.), Restructuring Support Agreement
Company Fiduciary Duties. Notwithstanding anything to the contrary Nothing in this Agreement, nothing in this Agreement agreement shall otherwise require the Company or any directors, officers, managers, or members of the Company, each in its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director director, officer, manager, or officer) member of the company, to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s its or their fiduciary obligations under applicable lawlaw (as determined by it or them after consultation with legal counsel).
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such personparty’s fiduciary obligations under applicable law.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement (Circus & Eldorado Joint Venture)
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such personparty’s fiduciary obligations under applicable law, including the Bankruptcy Code.
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Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreementherein, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s fiduciary obligations under applicable law.
Appears in 1 contract
Samples: Restructuring Support Agreement (Franklin Resources Inc)
Company Fiduciary Duties. Notwithstanding anything to the contrary Nothing in this Agreement, nothing in this Agreement agreement shall otherwise require the Company or any directors, officers, managers, or members of the Company, each in its subsidiaries or any of its or their respective directors or officers (in such person’s capacity as a director director, officer, manager, or officer) member of the company, to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s its or their fiduciary obligations obligat ions under applicable lawlaw (as determined by it or them after consultation with legal counsel).
Appears in 1 contract
Samples: Restructuring Support Agreement
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective affiliates, subsidiaries, directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s its fiduciary obligations under applicable law.
Appears in 1 contract
Samples: Transaction Support Agreement (FriendFinder Networks Inc.)
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreementherein, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers or members of the Company (in such person’s capacity as a director or officerofficer or members of the Company) (including, without limitation, Sillerman in such capacities) to take any action, or to refrain from taking any action, to that the extent that taking such action Board (or refraining from taking such action any Special Committee thereof) determines after consultation with counsel, would be inconsistent with such person’s or a breach of its fiduciary obligations under or contravene applicable law.
Appears in 1 contract
Samples: Restructuring Support Agreement (SFX Entertainment, INC)
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or affiliates or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such personparty’s fiduciary obligations under applicable law.
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