Excluded Obligations. Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:
(a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents;
(b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account;
(c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;
(d) have or be deemed to have any relationship of trust or agency with, any Obligor.
Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does not assume any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following:
(a) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes);
(b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol;
(c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller;
(d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller;
(e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay;
(f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity;
(g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto;
(h) any liabilities relating in any way to an injury to an employee of Seller;
(i) any liability to pay any amounts under a contract or policy of insurance; and
(j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of re...
Excluded Obligations. The rights of Seller in, to and under all Contracts of any nature, the obligations of Seller under which are not expressly assumed by Purchaser pursuant to Section 1.02(a);
Excluded Obligations. Notwithstanding anything to the contrary expressed or implied herein, the Agent shall not:
(i) be bound to enquire as to:
(a) whether or not any representation made by the Borrower in connection with the Facility Documents is true;
(b) the occurrence or otherwise of any event which is or may become an Event of Default;
(c) the performance by the Borrower of its obligations under any of the Facility Documents; or
(d) any breach of or default by the Borrower of or under its obligations under any of the Facility Documents;
(ii) be bound to account to each Bank for any sum or the profit element of any sum received by it for its own account;
(iii) be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or regulations or be otherwise actionable at the suit of any person; or
(iv) be under any obligations other than those for which express provision is made herein.
Excluded Obligations. The Trustee shall not:
(a) be bound to enquire as to the occurrence or otherwise of any Default or the performance, default or any breach by an Obligor or a Buyer of its obligations under any of the Transaction Documents;
(b) be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account;
(c) be bound to disclose to any other Person (including any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;
(d) be under any obligations other than those which are specifically provided for in the Finance Documents; or
(e) have or be deemed to have any duty, obligation or responsibility to, or relationship of trust or agency with, any Obligor.
Excluded Obligations. Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not:
(a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or Security Provider of its obligations under any of the Debt Documents or Intra-Group Debt Documents;
(b) be bound to account to any other Secured Party, any Debtor or any Security Provider for any sum or the profit element of any sum received by it for its own account;
(c) be bound to disclose to any other person (including, but not limited to, any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;
(d) have or be deemed to have any relationship of trust or agency with, any Debtor or Security Provider;
(e) be liable for interest on any moneys received by it except as the Security Agent may agree in writing with the Party for whom it holds those moneys;
(f) be obliged to segregate money held on trust by the Security Agent from its other funds except to the extent required by law;
(g) be required to give any bond or surety or otherwise expend its own funds with respect to the performance of its duties or the exercise of its rights or powers under this Agreement or any of the other Debt Documents; or
(h) be under any obligation to take any action under this Agreement if it has sought, but not received, instructions from the Instructing Group, Facility Agent, the other Agents, Super Majority Instructing Group, Noteholder Trustees (or Noteholder where such Noteholder is not represented by a Noteholder Trustee) or other Party from whom it seeks instructions, and the permissive rights of the Security Agent to take the actions or exercise the rights and discretions permitted or conferred by this Agreement shall not be construed as an obligation or duty for it to take those actions or exercise those rights and discretions.
Excluded Obligations. Notwithstanding anything to the contrary expressed or implied herein, neither the Agent nor the Lead Arrangers shall:
28.4.1 be bound to enquire as to (a) whether or not any representation made or deemed to be made by an Obligor in connection with the Finance Documents is true, (b) the occurrence or otherwise of any Default, (c) the performance by an Obligor of its obligations under the Finance Documents or (d) any breach of or default by an Obligor of or under its obligations under the Finance Documents;
28.4.2 be bound to account to any Bank for any sum or the profit element of any sum received by it for its own account;
28.4.3 be bound to disclose to any other person any information relating to any member of the Group if (a) such person, on providing such information, expressly stated to the Agent or, as the case may be, the Lead Arrangers, that such information was confidential or (b) such disclosure would or might in its opinion constitute a breach of any law or be otherwise actionable at the suit of any person;
28.4.4 be under any obligations other than those for which express provision is made herein; or
28.4.5 be or be deemed to be a fiduciary for any other party hereto.
Excluded Obligations. Notwithstanding anything to the contrary in this Agreement, the Assumed Obligations do not include any obligations whatsoever not expressly assumed by Buyer under Section 1.3 (collectively, the “Excluded Obligations”).
Excluded Obligations. Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:
Excluded Obligations. Buyer is not assuming, and Seller shall remain fully responsible for, all indebtedness, liabilities, obligations, contracts and commitments of Seller that are not Assumed Obligations (the "Excluded Obligations"). --------------------
