Fiduciary Duties of Parent Sample Clauses

Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following:
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Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice...
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Related to Fiduciary Duties of Parent

  • RESPONSIBILITIES OF PARTIES A. BellSouth will include billing number information associated with resold exchange lines or SPNP arrangements in its LIDB. <<customer_name>> will request any toll billing exceptions via the Local Service Request (LSR) form used to order resold exchange lines, or the SPNP service request form used to order SPNP arrangements.

  • RESPONSIBILITIES OF CITY City or its representative shall issue all communications to Contractor. City has the authority to request changes in the work in accordance with the terms of this Agreement and with the terms in Exhibit A – Scope of Work. City has the authority to stop work or to suspend any work.

  • Duties of City CITY shall provide pertinent information regarding its requirements for the project. CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT'S work.

  • Continuing Responsibilities of Company Notwithstanding the occurrence of any event of default, Company will remain liable to Authority for all payments payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, unless Authority elects to terminate this Agreement, Company will remain liable for and promptly pay any and all payments accruing hereunder until termination of this Agreement.

  • Responsibilities of Client a. Client shall exclusively retain the services of Consultant to perform the Scope of Work, in accordance with, and subject to, the other provisions of this Agreement.

  • Duties of Contractor The Contractor shall provide the following services relative to this Contract:

  • Responsibilities of Contractor A. The Contractor shall perform all work on the described project as required by the Contract documents. The work to be performed includes the labor and services necessary to produce such replacement, and all materials, supplies, tools, transportation, equipment, and machinery required for replacement.

  • Responsibilities of Consultant a. Consultant, as an independent contractor to Client, shall perform the Scope of Work (Exhibit A) in accordance with, and subject to, the other provisions of this Agreement.

  • Responsibilities of Customer 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.

  • Responsibilities of Committee The Committee shall not have jurisdiction over wages or any other matter of collective bargaining, including the administration of this Agreement. The Committee shall not supersede the activities of any other committee of the Union or of the Employer and shall not have the power to bind either the Union or its members or the Employer to any decisions or conclusions reached in their discussions. The Committee shall have the power to make recommendations to the Union and the Employer on the following general matters:

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