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.
Appears in 41 contracts
Samples: Employee Matters Agreement (Vimeo, Inc.), Employee Matters Agreement (Match Group, Inc.), Joinder and Reaffirmation Agreement (Match Group, Inc.)
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 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 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 party for any Liabilities caused by the failure to satisfy any such responsibility.
Appears in 6 contracts
Samples: Employee Benefits Agreement (Piper Jaffray Companies), Employee Benefits Agreement (Piper Jaffray Companies), Employee Benefits Agreement (Comcast Corp)
Fiduciary Matters. It is acknowledged Each Party acknowledges 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 lawLaw, 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 (as supported by advice from counsel experienced in such matters) that to do so would violate any 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.
Appears in 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Herc Holdings Inc), Employee Matters Agreement (Hertz Rental Car Holding Company, Inc.)
Fiduciary Matters. It is acknowledged The parties acknowledge 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 . Neither party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof provision of this Agreement based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party 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 party for any Liabilities liabilities caused by the failure to satisfy any such responsibility.
Appears in 4 contracts
Samples: Employee Matters Agreement (Clear Channel Outdoor Holdings, Inc.), Employee Matters Agreement (Clear Channel Outdoor Holdings, Inc.), Employee Matters Agreement (CCE Spinco, Inc.)
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 party hereto 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 party hereto for any Liabilities caused by the failure to satisfy any such responsibility.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (SunCoke Energy, Inc.), Separation and Distribution Agreement (Sunoco Inc), Separation and Distribution Agreement (SunCoke Energy, Inc.)
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 lawLaw, 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 or 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.
Appears in 4 contracts
Samples: Employee Matters Agreement (Solventum Corp), Employee Matters Agreement (3m Co), Employee Matters Agreement (Solventum Corp)
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 hereto 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 hereto for any Liabilities caused by the failure to satisfy any such responsibility.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.)
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 lawLaw, 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.
Appears in 3 contracts
Samples: Employee Matters Agreement (Seacor Holdings Inc /New/), Employee Matters Agreement (SEACOR Marine Holdings Inc.), Employee Matters Agreement (SEACOR Marine Holdings Inc.)
Fiduciary Matters. It is acknowledged The parties acknowledge that actions required to be taken pursuant to this the Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party . Neither party shall be deemed to be in violation of this the Agreement if it fails to comply with any provisions hereof provision of the Agreement based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party 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 party for any Liabilities liabilities caused by the failure to satisfy any such responsibility.
Appears in 3 contracts
Samples: Employee Matters Agreement (Cal Dive International, Inc.), Employee Matters Agreement (Cal Dive International, Inc.), Post Closing Employee Matters Agreement (Cal Dive International, Inc.)
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 Except as provided in Section 4.1(e), 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.
Appears in 2 contracts
Samples: Employee Matters Agreement (Ingevity Corp), Employee Matters Agreement (Ingevity Corp)
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 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 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 party for any Liabilities to the extent caused by the failure to satisfy any such responsibility.
Appears in 2 contracts
Samples: Employee Benefits Agreement (Teradata Corp /De/), Employee Benefits Agreement (NCR Corp)
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 lawERISA, and no Party party to this Agreement 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 party to this Agreement 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 party hereto for any Liabilities caused by the failure to satisfy any such responsibility.
Appears in 2 contracts
Samples: Employee Matters Agreement (Bellring Brands, Inc.), Employee Matters Agreement (Bellring Brands, Inc.)
Fiduciary Matters. It is acknowledged Compuware and Covisint each acknowledge 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 imposed on such Party pursuant to the provisions of this Agreement by the failure to satisfy any such responsibility.
Appears in 1 contract
Fiduciary Matters. It is acknowledged The parties acknowledge that actions required to be taken pursuant to this the Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party . Neither party shall be deemed to be in violation of this the Agreement if it fails to comply with any provisions hereof provision of the Agreement based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party 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 party for any Liabilities caused by the failure to satisfy any such responsibility.
Appears in 1 contract
