Fiduciary Matters. Agilent and Verigy each acknowledge that actions contemplated to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or applicable Law, and no party shall be deemed to be in violation of this Agreement if such party fails to comply with any provisions hereof based upon such party's good faith determination that to do so would violate such a fiduciary duty or standard of conduct.
Appears in 2 contracts
Samples: Employee Matters Agreement (Verigy Pte. Ltd.), Employee Matters Agreement (Verigy Ltd.)
Fiduciary Matters. Agilent and Verigy each The Parties acknowledge that actions contemplated 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 such party fails to comply with any provisions hereof based upon such party's ’s good faith determination determination, based on the advice of outside legal counsel, that to do so would violate such a fiduciary duty or standard of conductstandard.
Appears in 2 contracts
Samples: Employee Matters Agreement (Tribune Publishing Co), Employee Matters Agreement (Tribune Publishing Co)
Fiduciary Matters. Agilent and Verigy each The parties acknowledge that actions contemplated 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 law. Neither party shall be deemed to be in violation of this the Agreement if such party it fails to comply with any provisions hereof provision of the Agreement based upon such party's its good faith determination that to do so would violate such a fiduciary duty or standard of conductstandard. Each party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities.
Appears in 2 contracts
Samples: Employee Matters Agreement (Pride SpinCo, Inc.), Employee Matters Agreement (Seahawk Drilling, Inc.)
Fiduciary Matters. Agilent and Verigy each acknowledge that actions contemplated to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or applicable Law, and no party shall be deemed to be in violation of this Agreement if such party fails to comply with any provisions hereof based upon such party's ’s good faith determination that to do so would violate such a fiduciary duty or standard of conduct.
Appears in 1 contract
Samples: Employee Matters Agreement (Agilent Technologies Inc)
Fiduciary Matters. Agilent M&I and Verigy Metavante each acknowledge that actions ----------------- contemplated 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 such party fails to comply with any provisions hereof based upon such party's good faith determination that to do so would violate such a fiduciary duty or standard of conductstandard.
Appears in 1 contract
