Fiduciary Matters. Parent and UpstreamCo each 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 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, Employee Matters Agreement (Alcoa Corp), Employee Matters Agreement (Arconic Inc.)
Fiduciary Matters. Parent Pentair and UpstreamCo nVent each acknowledges 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-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, Employee Matters Agreement (nVent Electric PLC), Employee Matters Agreement (PENTAIR PLC)
Fiduciary Matters. Parent and UpstreamCo Sysorex each acknowledges 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 2 contracts
Samples: Employee Matters Agreement (Sysorex, Inc.), Employee Matters Agreement (Inpixon)
Fiduciary Matters. Parent and UpstreamCo the Company each acknowledges 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. Section 11.06.
Appears in 2 contracts
Samples: Employee Matters Agreement (FMC Corp), Employee Matters Agreement (FMC Corp)
