Fiduciary Matters. Recro and Baudax 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 4 contracts
Samples: Employee Matters Agreement (Baudax Bio, Inc.), Employee Matters Agreement (Recro Pharma, Inc.), Employee Matters Agreement (Baudax Bio, Inc.)
Fiduciary Matters. Recro Alkermes and Baudax Xxxxx 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 3 contracts
Samples: Employee Matters Agreement (Alkermes Plc.), Employee Matters Agreement (Mural Oncology PLC), Employee Matters Agreement (Mural Oncology PLC)
Fiduciary Matters. Recro Encompass and Baudax Enhabit 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 3 contracts
Samples: Employee Matters Agreement (Encompass Health Corp), Employee Matters Agreement (Enhabit, Inc.), Employee Matters Agreement (Enhabit, Inc.)
Fiduciary Matters. Recro Ensign and Baudax 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 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 3 contracts
Samples: Employee Matters Agreement (CareTrust REIT, Inc.), Employee Matters Agreement (Ensign Group, Inc), Employee Matters Agreement (CareTrust REIT, Inc.)
Fiduciary Matters. Recro Greatbatch and Baudax Nuvectra 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 liabilities caused by the failure to satisfy any such responsibility.
Appears in 3 contracts
Samples: Employee Matters Agreement (Nuvectra Corp), Employee Matters Agreement (Greatbatch, Inc.), Employee Matters Agreement (Qig Group, LLC)
Fiduciary Matters. Recro iGATE and Baudax 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 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 2 contracts
Samples: Employee Matters Agreement (Mastech Holdings, Inc.), Employee Matters Agreement (Mastech Holdings, Inc.)
