Fiduciary Matters. Parent and the Company 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 (as supported by advice from counsel experienced in such matters) 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 10 contracts
Samples: Employee Matters Agreement (Bausch Health Companies Inc.), Employee Matters Agreement (Bausch & Lomb Corp), Employee Matters Agreement (Bausch Health Companies Inc.)
Fiduciary Matters. Parent and the Company each acknowledge 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 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 good-faith determination (as supported by advice from counsel experienced in such matters) 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 10 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (CSW Industrials, Inc.), Employee Matters Agreement (CSW Industrials, Inc.)
Fiduciary Matters. Parent Pinnacle and the Company OpCo 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 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 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 7 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Gaming & Leisure Properties, Inc.), Employee Matters Agreement (PNK Entertainment, Inc.)
Fiduciary Matters. Parent Xxxxxxx Controls and the Company Adient 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 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 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 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement, Employee Matters Agreement (Adient LTD)
Fiduciary Matters. Parent and the Company Varex each acknowledge 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 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 good-faith determination (as supported by advice from counsel experienced in such matters) 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 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Varian Medical Systems Inc), Employee Matters Agreement (Varex Imaging Corp)
Fiduciary Matters. Parent IR and the Company Allegion each acknowledge 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 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 good-faith determination (as supported by advice from counsel experienced in such matters) 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 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Allegion PLC), Employee Matters Agreement (Ingersoll-Rand PLC)
Fiduciary Matters. Parent and the Company UpstreamCo each acknowledge 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 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 good-faith determination (as supported by advice from counsel experienced in such matters) 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 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Arconic Inc.), Employee Matters Agreement (Alcoa Corp)
Fiduciary Matters. Parent L Brands and the Company VS 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 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 (as supported by advice from counsel experienced in such matters) 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 3 contracts
Samples: Employee Matters Agreement (Victoria's Secret & Co.), Employee Matters Agreement (Bath & Body Works, Inc.), Employee Matters Agreement (Victoria's Secret & Co.)
Fiduciary Matters. Parent Ensign and the Company CareTrust 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 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 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 3 contracts
Samples: Employee Matters Agreement (Ensign Group, Inc), Employee Matters Agreement (CareTrust REIT, Inc.), Employee Matters Agreement (CareTrust REIT, Inc.)
Fiduciary Matters. Parent and the Company Sysorex 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 Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good good-faith determination (as supported by advice from counsel experienced in such matters) 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 2 contracts
Samples: Employee Matters Agreement (Sysorex, Inc.), Employee Matters Agreement (Inpixon)
Fiduciary Matters. Parent iGATE and the Company Mastech 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 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 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 2 contracts
Samples: Employee Matters Agreement (Mastech Holdings, Inc.), Employee Matters Agreement (Mastech Holdings, Inc.)
