Common use of Third Party Standstill Agreements Clause in Contracts

Third Party Standstill Agreements. Except to the extent reasonably required in connection with the Company's obligations under this Agreement, during the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill or similar agreement to which the Company or any of its Subsidiaries is a party (other than any involving Crescent) unless, in the written opinion of counsel to the Company reasonably acceptable to Crescent, failure to take such action would violate the fiduciary obligations of the Board of Directors of the Company, under applicable law. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Third Party Standstill Agreements. Except to the extent reasonably required in connection with the Company's obligations under this Agreement, during During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill or similar agreement to which the Company or any of its Subsidiaries is a party (other than any involving Crescent) unlessParent or its affiliates or Integrity Brands, in the written opinion of counsel to the Company reasonably acceptable to Crescent, failure to take such action would violate the fiduciary obligations of the Board of Directors of the Company, under applicable lawInc. or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdictionjurisdiction except to the extent that the Company Board determines in good faith, after consultation with independent outside counsel that taking any such action would cause the Company Board not to comply with its fiduciary duties under applicable law.