Fiduciary Obligation. The Executive declares that the Executive's relationship to the Company is that of fiduciary, and the Executive agrees to act towards the Company and otherwise behave as a fiduciary of the Company.
Fiduciary Obligation. The General Agent shall act for and on behalf of the Company in collecting and receiving funds from insureds, reinsurers, and sub-agent under this Agreement. All such funds shall be received by the General Agent in a fiduciary capacity, and shall be deposited, in the name of or for the benefit of the Company, in a separate account, and shall not be commingled in any manner or fashion with funds belonging to the General Agent or any third party.
Fiduciary Obligation. JLS and the Executive declare that their relationship to the Company is that of fiduciary, and they agree to act towards the Company and otherwise behave as fiduciary of the Company.
Fiduciary Obligation. The Chairman declares that the Chairman’s relationship to the Company is that of fiduciary, and the Chairman agrees to act towards the Company and otherwise behave as a fiduciary of the Company.
Fiduciary Obligation. The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of the Partnership’s assets for the exclusive benefit of the Partnership.
Fiduciary Obligation. Berelowitz declares that his relationship to the Company is that of fiduciary, and he agrees to act towards the Company and otherwise behave as a fiduciary of the Company. The foregoing shall not derogate from Berelowitz's fiduciary duties under applicable law, including the corporate laws of Delaware.
Fiduciary Obligation by Chiron if the Chiron Board of Directors shall have determined reasonably and in good faith, upon the advice of outside Delaware counsel, that such termination is required by its fiduciary duties to Chiron stockholders under applicable laws, by reason of an alternative, bona-fide offer having been made for the acquisition of the Company and its Subsidiaries or of all or substantially all of their businesses;
Fiduciary Obligation. The Executive acknowledges that by virtue of the employment contemplated by this Agreement, the Executive will be in a fiduciary relationship with the Company and SC and will owe fiduciary obligations to the Company and SC. The provisions of this Agreement are in addition to and do not amend, replace or otherwise reduce those obligations.
Fiduciary Obligation. Nothing in this Agreement, or any document related to the transactions contemplated hereby, will require any Seller or any of their respective directors, managers, officers or members, in each case, in their capacity as such, to take any action, or to refrain from taking any action, that the board of directors or managers (or other governing body) of such Seller has determined, in good faith after consultation with legal counsel and independent financial advisors, would be a violation of such Person’s fiduciary obligations or applicable Law. For the avoidance of doubt, Xxxxxxx retain the right to pursue any transaction or restructuring strategy that, in Sellers’ business judgment, will maximize the value of their estates.
