Fiduciary Matters. Parent and SpinCo 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 13 contracts
Sources: Employee Matters Agreement (Embecta Corp.), Employee Matters Agreement (Embecta Corp.), Employee Matters Agreement
Fiduciary Matters. Parent and SpinCo 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 13 contracts
Sources: Employee Matters Agreement (Vestis Corp), Employee Matters Agreement (Aramark), Employee Matters Agreement (Vestis Corp)
Fiduciary Matters. Parent and SpinCo each Each Party 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 10 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement (CSW Industrials, Inc.), Employee Matters Agreement (CSW Industrials, Inc.)
Fiduciary Matters. Parent and SpinCo 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.
Appears in 10 contracts
Sources: Employee Matters Agreement (Bausch Health Companies Inc.), Employee Matters Agreement (Bausch & Lomb Corp), Employee Matters Agreement (Bausch Health Companies Inc.)
Fiduciary Matters. Parent Pinnacle and SpinCo OpCo 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 7 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement (Gaming & Leisure Properties, Inc.), Employee Matters Agreement (PNK Entertainment, Inc.)
Fiduciary Matters. Parent and SpinCo 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 6 contracts
Sources: Employee Matters Agreement (Everus Construction Group, Inc.), Employee Matters Agreement (Mdu Resources Group Inc), Employee Matters Agreement (Everus Construction Group, Inc.)
Fiduciary Matters. Parent RemainCo and SpinCo 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 Lawlaw, 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 liabilities caused by the failure to satisfy any such responsibility.
Appears in 5 contracts
Sources: Employee Matters Agreement (Aaron's Company, Inc.), Employee Matters Agreement (Aaron's SpinCo, Inc.), Employee Matters Agreement (Babcock & Wilcox Enterprises, Inc.)
Fiduciary Matters. Parent Each of Cogint and SpinCo 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
Sources: Employee Matters Agreement, Employee Matters Agreement (Cogint, Inc.), Employee Matters Agreement (Red Violet, Inc.)
Fiduciary Matters. Parent and SpinCo Spinco 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
Sources: Employee Matters Agreement (Howmet Aerospace Inc.), Employee Matters Agreement (Arconic Corp), Employee Matters Agreement (Arconic Rolled Products Corp)
Fiduciary Matters. Parent Citrix and SpinCo 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 3 contracts
Sources: Employee Matters Agreement (LogMeIn, Inc.), Separation and Distribution Agreement (Citrix Systems Inc), Separation and Distribution Agreement (LogMeIn, Inc.)
Fiduciary Matters. Parent The Company and SpinCo 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 1 contract