Common use of Limitations on Actions Clause in Contracts

Limitations on Actions. The Trustee shall not be required to monitor the financial condition of the Company or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the Company, the Authority or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding , or in the case of a Default or Event of Default described in Paragraph 801(a)(iii), the Trustee shall be notified in writing by the First Mortgage Bond Trustee. The Trustee shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this section. The Trustee shall be entitled to reimbursement from the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the Bondowners, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the Bondowners; and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairs.

Limitations on Actions. The Trustee shall not be required to monitor the financial condition of the Company or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i601(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the Company, the Authority or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding Outstanding, or in the case of a Default or Event of Default described in Paragraph 801(a)(iii601(a)(iii), the Trustee shall be notified in writing by the First Mortgage Bond Trustee, or in the case of a Default or Event of Default described in Paragraph 601(a)(iv) or (v), the Trustee shall be notified in writing by the Bank or the Paying Agent. The Trustee It shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this section. The Trustee shall be entitled to reimbursement from the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the BondownersBondowners or the Bank, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the BondownersBondowners (including the Bank as provided in Section 901); and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairs.

Limitations on Actions. The Trustee shall not be required to monitor the financial condition of the Company or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i601(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the Company, the Authority or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding Outstanding, or in the case of a Default or Event of Default described in Paragraph 801(a)(iii601(a)(iii), the Trustee shall be notified in writing by the First Mortgage Bond Trustee. The Trustee shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this section. The Trustee shall be entitled to reimbursement from the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the Bondowners, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the Bondowners; and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairs.

Limitations on Actions. The Trustee shall not be required to monitor the financial condition of the Company Borrower or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i601(a)(i) relating to the payment of principal of, premium, if any, Purchase Price and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the CompanyBorrower, the Authority Issuer or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding Outstanding, or in the case of a Default or Event of Default described in Paragraph 801(a)(iii601(a)(iv) or (v), the Trustee shall be notified in writing by the First Mortgage Bond TrusteeBank. Except as aforesaid, the Trustee shall not be deemed to have knowledge of any matter or circumstance, the occurrence of which would require it to take action hereunder, unless an officer of the Trustee responsible for the administration of this Agreement actually knows. The Trustee shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, including fees and expenses of its attorneys, other than liability for failure to meet the standards set forth in this section. The Trustee shall be entitled to reimbursement from the Company Borrower for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days immediately after notifying the Company Borrower of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. In no event, however, shall the Trustee be required to take any remedial action which may subject it to potential liability under any federal, state or local environmental law or regulation. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the BondownersBondowners or the Bank, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the BondownersBondowners (including the Bank as provided in Section 901); and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairs.

Limitations on Actions. The Trustee Notwithstanding anything to the contrary in this Agreement or in any other document or communication relating to this transaction: (1) Prior to Closing, if Seller is in breach or default of any representation, warranty, or condition in this Agreement or relating to this transaction, and if such breach or default is known to Purchaser, then Purchaser shall deliver written notice thereof to Seller. Seller shall have until the Closing Date to cure any such breaches or defaults to Purchaser's reasonable satisfaction. In the event that Seller does not cure such breaches or defaults to Purchaser's reasonable satisfaction, Purchaser shall not be required entitled to monitor seek specific performance. (2) Any action for specific performance shall be commenced, if at all, within one (1) year after the financial scheduled Closing Date. As a condition to any action for specific performance, the parties seeking specific performance shall be ready, willing and able to consummate the purchase and sale of the Company or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the Company, the Authority or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding , or Property (which in the case of Purchaser seeking specific performance shall require that Purchaser has tendered the entire Purchase Price with the Closing Agent and in the case of Seller seeking specific performance shall require that Seller has deposited the closing documents with the Closing Agent). (3) Following the Closing, neither party shall commence a Default legal action or Event proceeding against the other party relating to: (1) the Property, or (2) a breach of Default described a representation, warranty, covenant, or condition made in Paragraph 801(a)(iiithis Agreement or in connection with the transaction contemplated herein; unless (A) the factual basis of the claim or cause of action asserted in the action or proceeding was first identified with reasonable clarity in a written notice delivered to the other party not later thanthe expiration of the survival period of such representation or warranty (the "Survival Period"), and (B) the Trustee shall be notified in writing by action or proceeding is commenced and duly served on the First Mortgage Bond Trusteeother party within sixty (60) days after the expiration of the Survival Period. The Trustee covenants, conditions, representations and warranties in this Agreement or otherwise made in connection with this transaction (if any) are personal to Purchaser and Seller and shall not be required to take any remedial action (run with the land, and no person or entity other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred thereinPurchaser and Seller, other than liability for failure to meet the standards set forth in this section. The Trustee respectively, shall be entitled to reimbursement from bring any action based thereon. (4) Notwithstanding any provision to the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company of such expenses or advancescontrary in this Agreement, in the exercise event of its rights any breach or default bySeller under this Agreement (including, without limitation, any breach of any representations or warranties or any failure to convey the performance Property hereunder), each of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act the parties acknowledges and agrees that (i) Seller shall not only be construed liable for claims for the actual out of pocket damages sustained by Purchaser as a requirement result of such breach or default (but not to act. Upon receipt of written notice, direction, instructionexceed an amount equal to the Purchase Price paid by Purchaser), and indemnity as provided above and, after making such investigation, if any, as it deems appropriate (ii) in no event shall Seller be subject to verify punitive or consequential damages. (5) The provisions of this Section 10.A shall survive the occurrence of any Default of which it is notified by the Bondowners, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the Bondowners; and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairsClosing.

Limitations on Actions. The Trustee shall not be required to monitor the ---------------------- financial condition of the Company Borrower or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i601(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the CompanyBorrower, the Authority Issuer or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding Outstanding, or in the case of a Default or Event of Default described in Paragraph 801(a)(iii601(a)(iv) or (v), the Trustee shall be notified in writing by the First Mortgage Bond TrusteeBank. The Trustee It shall not be required to take any remedial action (other than the giving of noticenotice or a drawing under the Credit Facility) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this section. In no event, however, shall the Trustee be required to take any remedial action which may subject it to potential liability under any federal, state or local environmental law or regulation. The Trustee shall be entitled to reimbursement from the Company Borrower for its expenses, including the fees and expenses of its attorneys, reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days immediately after notifying the Company Borrower of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the BondownersBondowners or the Bank, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the BondownersBondowners (including the Bank as provided in Section 901); and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairs.

Limitations on Actions. The Trustee To the extent it could reasonably be expected to affect a Parent Entity’s liabilities for Taxes under this Agreement or applicable Law, without the prior written consent of Parent, following the Closing, none of Buyer, the Transferred Companies or any of their Affiliates shall (i) amend, refile, revoke or otherwise modify (or cause any of their respective Affiliates to amend, refile, revoke or otherwise modify) any Tax Return of any Business Company with respect to any Pre-Closing Tax Period or Straddle Period; (ii) subject to ‎Section 5.07(i) make, revoke or amend any election relating to Taxes with respect or relating to a Pre-Closing Tax Period or Straddle Period, including making any election under Section 336 or Section 338 of the Code; or (iii) take any action on the Closing Date after the Closing that could result in any increase in Tax Liability (or a reduction in a Tax refund or Tax attribute) in respect of a Pre-Closing Tax Period or Straddle Period of Parent (or its Affiliates), the Business Companies or their respective Subsidiaries; provided that notwithstanding anything to the contrary in this Agreement, (x) Parent and Buyer shall join in making (and causing their applicable Affiliates to make) elections under Section 338(h)(10) of the Code (and any corresponding elections under U.S. state and local Tax Law) with respect to the purchase of Sonoco Flexible Packaging Co., Inc. and its Subsidiaries under this Agreement, (y) Parent shall reasonably cooperate (and cause its Affiliates to cooperate) with Buyer and its Affiliates with respect to such elections, and (z) Buyer shall not be required obligated to monitor the financial condition of the Company compensate or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondowners. The Trustee shall not be deemed to have knowledge of reimburse Parent and shall not be required to take notice of any Default or Event of Default, except for a Default or Event of Default described in Paragraph 801(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing by the Company, the Authority or Bondowners representing not less than 25% in principal amount of the Bonds Outstanding , or in the case of a Default or Event of Default described in Paragraph 801(a)(iii), the Trustee shall be notified in writing by the First Mortgage Bond Trustee. The Trustee shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished its Affiliates for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this section. The Trustee shall be entitled to reimbursement from the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company incremental Taxes by reason of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not it acts without previously obtaining indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, and indemnity as provided above and, after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default of which it is notified by the Bondowners, the Trustee shall pursue such remedies hereunder (not contrary to such direction) as it deems appropriate for the protection of the Bondowners; and in its actions under this provision, the Trustee shall be required to act for the protection of the Bondowners with the same prudence as would be expected of a prudent person in the conduct of such person's affairselections.

Limitations on Actions. The Trustee shall not be required to monitor the financial condition of the Company Borrower or the physical condition of the Project Facilities and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except . Upon a failure of the Borrower to make them available for inspection by a payment required of it under Section 3.04(a)(ii) and (iv) within seven days after the same becomes due and payable, the Trustee shall give notice to the Bondowners. The Trustee shall not be deemed claimed to have knowledge of and shall not be required to take notice of any Default other breach or Event of Default, default except for a Default or Event of Default described in Paragraph 801(a)(i) relating to the payment of principal of, premium, if any, and interest on or Purchase Price of the Bonds, unless the Trustee shall be specifically notified in writing when given written notice thereof by the Company, the Authority or Bondowners representing not less than Owners of at least 25% in principal amount of the Bonds Outstanding , or Bonds. The Trustee shall give default notice under Section 6.01(b) when instructed to do so by the written direction of the owners of at least 25% in principal amount of the case Outstanding Bonds. The Trustee shall proceed under Sections 6.03 and 6.04 for the benefit of the Bondowners in accordance with the written direction of the owners of a Default or Event majority in principal amount of Default described in Paragraph 801(a)(iii), the Trustee shall be notified in writing by the First Mortgage Bond TrusteeOutstanding Bonds. The Trustee shall not be required required, however, to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred therein, other than liability for failure to meet the standards set forth in this sectionincluding any reasonable fees and expenses of its attorneys. The Trustee shall be entitled to reimbursement from pursuant to Section 7.02 to the Company for its expenses reasonably incurred or advances reasonably made, which reimbursement shall be due and payable thirty (30) days after notifying the Company of such expenses or advances, in the exercise of its rights or the performance of its obligations hereunder, whether or not extent that it acts without previously obtaining full indemnity. A permissive right or power to act shall not be construed as a requirement to act. Upon receipt of written notice, direction, instruction, instruction and indemnity as provided above and, and after making such investigation, if any, as it deems appropriate to verify the occurrence of any Default event of which it is notified by the Bondowners, the Trustee shall will promptly pursue the remedy provided by this Agreement or any of such remedies hereunder (not contrary to any such direction) as it deems appropriate for the protection of the <PAGE> 51 Bondowners; , and in its actions under this provisionsentence, the Trustee shall be required to will act for the protection of the Bondowners with the same promptness and prudence as would be expected of a prudent person in the conduct of such person's affairs.