The Debtors’ Fiduciary Duties Sample Clauses

The Debtors’ Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, shall require the Debtors or the Debtors’ boards of directors (or comparable governing body), on the advice of legal counsel with respect to their Exercise of Fiduciary Obligation (defined below), to take any action or to refrain from taking any action with respect to this Agreement, to the extent taking or failing to take such action would result in violation of applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to such exercise of fiduciary duties shall not be deemed to constitute a breach of this Agreement. To the extent any of the Debtors’ boards of directors (or comparable governing body) reasonably determines in good faith on the advice of legal counsel with respect to their Exercise of Fiduciary Obligation that the Debtors’ fiduciary obligations under applicable law require the Debtors to take any action or refrain from taking any action (each an “Exercise of Fiduciary Obligation”) with respect to the Restructuring Transactions or that such action or inaction would violate applicable law, including actions or inactions that would constitute a breach under this Agreement, the Debtors may terminate this Agreement without incurring any liability to any one or more of the Commitment Parties under this Agreement. In the event that the Debtors determine to terminate this Agreement as an Exercise of Fiduciary Obligation, the Debtors shall provide written notice of such Exercise of Fiduciary Obligation to each of the Commitment Parties not more than one (1) Business Day after such exercise (email to counsel being sufficient). Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Debtors or any members, managers, or officers of the Debtors, in such respective capacities, that did not exist prior to the Agreement Effective Date. Notwithstanding the foregoing, each of the Debtors acknowledges that its entry into this Agreement and the Restructuring Transactions is consistent with applicable law and its fiduciary duties as of the Agreement Effective Date.
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The Debtors’ Fiduciary Duties. Notwithstanding anything to the contrary herein, to the extent that any Debtors’ boards of directors (or comparable governing body) determine in good faith after consulting with outside legal counsel that the Debtors’ fiduciary obligations under applicable law require the Debtors to take any action or terminate this Agreement and the Debtors’ obligations hereunder, the Debtors may terminate this Agreement without incurring any liability to any one or more of the Supporting Parties under this Agreement. In the event that the Debtors determine to terminate this Agreement in accordance with this Section 28, the Debtors shall provide notice of such termination to each of the Supporting Parties and their advisors not more than one (1) business day after such determination. Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Debtors or any members, managers, or officers of the Debtors or their affiliated entities, in such capacity, that did not exist prior to the Execution Date. [SIGNATURE PAGES FOR SUPPORTING PARTIES INTENTIONALLY OMITTED FROM FILING VERSION] SCHEDULE 1 NOTICE ADDRESSES If to the Debtors: c/o Logan’s Roadhouse, Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Fax No.: (000) 000-0000 Attention: with a copy to: Young Xxxxxxx Stargatt & Xxxxxx, LLP 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Esq. and Xxxxx X. Xxxxxx, Esq. xxxxxx@xxxx.xxx xxxxxxx@xxxx.xxx If to a Supporting Party: To the Notice Party designated on each Supporting Party’s Signature Page with a copy to (which shall not constitute notice): Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Esq. and Xxxxxxxx Xxxxx, Esq. xxxxxx@xxxxxx.xxx xxxxxx@xxxxxx.xxx -and- Dechert LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxx and Xxxxx X. Greer xxxxxxx.xxxx@xxxxxxx.xxx xxxxx.xxxxx@xxxxxxx.xxx -and- King & Spalding LLP 22528273.11 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxxxxxx X. Xxxxx xxxxx@xxxxx.xxx xxxxxxxx@xxxxx.xxx xxxxxx@xxxxx.xxx -and- Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxx xxxxxxxxx@xxxxxxxxx.xxx xxxxxxxx@xxxxxxxxx.xxx 01:19116531.2 [SCHEDULE 2 INTENTIONALLY OMITTED FROM FILING VERSION] EXHIBIT A RSA TERM SHEET 22528273.11 LRI Holdings, Inc. Principa...
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The Debtors’ Fiduciary Duties. Notwithstanding anything to the contrary herein, to the extent that any Debtors’ managers (or comparable governing body) determine in good faith after consulting with outside legal counsel that the Debtors’ fiduciary obligations under applicable law require the Debtors to take any action or terminate this Agreement and the Debtors’ obligations hereunder, the Debtors may take any action, including to terminate this Agreement, without incurring any liability to any one or more of the Supporting Parties under this Agreement. In the event that the Debtors determine to terminate this Agreement in accordance with this Section 26, the Debtors shall provide notice of such termination to each of the Supporting Parties and their advisors not more than one (1) business day after such determination. Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Debtors or any members, managers, or officers of the Debtors or their affiliated entities, in such capacity, that did not exist prior to the Execution Date.
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Related to The Debtors’ Fiduciary Duties

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Plan Administrator Duties The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.

  • No Fiduciary Duty The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

  • Certain Duties and Responsibilities of Trustee (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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