Fiduciary Duties of Named Fiduciaries Sample Clauses

Fiduciary Duties of Named Fiduciaries. The Administrator as ------------------------------------- named fiduciary shall continually monitor the suitability of acquiring and holding Company Stock under the fiduciary duty rules of Section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or by reason of any breach, which arises from a direction of the Administrator with respect to the acquisition and holding of Company Stock, unless it is clear on the face of the direction that the actions to be taken under the direction would be prohibited under ERISA. The Company hereby appoints as named fiduciaries, solely with respect to the voting of Company Stock held in the Trust in accordance with Section 7(e) and the tender or retention of such Company Stock in response to a tender offer in accordance with Section 7(f), the eligible employees who are Plan members in the Plan at the time in question. The Company shall be responsible for determining whether, under the circumstances prevailing at a given time, its fiduciary duty to Plan members and beneficiaries under the Plan and ERISA requires that the Company follow the advice of independent counsel as to the voting and tender or retention of Company Stock.
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Fiduciary Duties of Named Fiduciaries. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the direction of the Plan Administrator with respect to the acquisition and holding of Employer Stock, unless it is clear on the face of the direction that the actions to be taken under the direction would be prohibited under ERISA.
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Fiduciary Duties of Named Fiduciaries. The Abbott Stock Committee as named fiduciaries, shxxx xxntinually monitor the suitability of acquiring and holding Abbott Stock under the fiduciary duty rules of Xxxxxxn 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or by reason of any breach, that arises from the direction of the Abbot Stock Committee with respect to the acquisition and holding of Abbott Stock, unless it is clear on the face of xxx xirection that the actions to be taken under the direction would be prohibited under ERISA. The Abbott Stock Committee shall be responsible for xxxxxmining whether, under the circumstances prevailing at a given time, their fiduciary duty to Plan Participants and beneficiaries under the Plan and ERISA requires that the Employer follow the advice of independent counsel as to the voting and tender or retention of Abbott Stock. The Abbott Laboratories Employee Benefit Board of Rxxxxx (the "Board of Review") shall certify to the Trustee the names and specimen signatures of the Abbott Stock Committee. The Board of Review shall give prxxxx xotice to the Trustee of changes in the Abbott Stock Committee, and until such notice ix xxxxived by the Trustee, the Trustee shall be fully protected in assuming that the membership of the Abbott Stock Committee is unchanged and its memxxxx xre acting accordingly. The Abbott Stock Committee may certify to the Trustee the namxx xx persons authorized to act for it in relation to the Trustee and may designate a person, corporation or other entity, whether or not affiliated with the Employer, to so act. Whenever the Trustee is required or authorized to take any action hereunder pursuant to any written direction or determination of the Abbott Stock Committee, such direction or deterxxxxxxon shall be sufficient protection to the Trustee if contained in a writing signed by any one or more of the persons authorized to execute documents on behalf of the Abbott Stock Committee, as the case may be. A mxxxxxxy of the members of the Abbott Stock Committee may act by meeting or by xxxxxng signed 18B without meeting. The Trustee shall act, and shall be fully protected in acting, in accordance with such orders, requests and instructions of the Abbott Stock Committee. The Abbott Stock Committee shall consist of the then acting Co-Trustees of the Abbott Laboratories Stock Retirement Trust. Any member of the Abbott Stock Committee may resign at any time upon sixty (60) days' written not...
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Fiduciary Duties of Named Fiduciaries. The Co-Trustees as named fiduciaries, shall continually monitor the suitability of acquiring and holding Company Stock under the fiduciary duty rules of Section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the direction of the Co-Trustees with respect to the acquisition and holding of Company Stock, unless it is clear on the face of the direction that the actions to be taken under the direction would be prohibited under ERISA. The Co-Trustees shall be responsible for determining whether, under the circumstances prevailing at a given time, their fiduciary duty to Plan Participants and beneficiaries under the Plan and ERISA requires that the Company follow the advice of independent counsel as to the voting and tender or retention of Company Stock.
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Fiduciary Duties of Named Fiduciaries. The Co-Trustees as named fiduciaries, shall continually monitor the suitability of acquiring and holding Abbott Stock under the fiduciary duty rules of Section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the direction of the Co-Trustees with respect to the acquisition and holding of Abbott Stock, unless it is clear on the face of the direction that the actions to be taken under the direction would be prohibited under ERISA. The Co-Trustees shall be responsible for determining whether, under the circumstances prevailing at a given time, their fiduciary duty to Plan Participants and beneficiaries under the Plan and ERISA requires that the Co-Trustees follow the advice of independent counsel as to the voting and tender or retention of Abbott Stock.
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Fiduciary Duties of Named Fiduciaries. The Administrator as named fiduciary shall continually monitor the suitability of acquiring and holding Company Stock under the fiduciary duty rules of Section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA) and the requirements
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Related to Fiduciary Duties of Named Fiduciaries

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Named Fiduciary The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals.

  • Delegation of Responsibilities The Advisor is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisors, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief).

  • No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

  • Fiduciary Matters It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

  • Fiduciary Duties and Prohibited Transactions Neither the Company nor, to the knowledge of the Company, any plan fiduciary or party in interest (as such terms are defined in Section 3(21) and 3(14) of ERISA) of any Welfare Plan or Pension Plan has engaged in any transaction in violation of Sections 404 or 406 of ERISA or any "prohibited transaction," as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Welfare Plan or Pension Plan (or other employee benefit plan subject to ERISA) and has not been assessed any civil penalty under Section 502(i) or Section 502(l) of ERISA.

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