Common use of No Implied Duties, etc Clause in Contracts

No Implied Duties, etc. (a) The Trustee shall have no duty or responsibility not expressly set forth in this Trust Agreement. By way of example, but without limiting the matters subject to the foregoing sentence, Trustee shall have no responsibility with respect to the administration or interpretation of the Plan, payment of Plan benefits other than from the assets of the Trust, withholding of taxes other than from payments made with Trust assets to Plan Participants, or maintaining Participant records with respect to the Plan. (b) The Trustee represents that it qualifies for Federal Deposit Insurance Corporation (“FDIC”) pro rata worth pass-through insurance coverage in accordance with the standards set forth in applicable federal law and FDIC insurance regulations. If the Trustee fails at any time in the future to so qualify for pro rata worth pass-through insurance coverage, it will promptly notify the Controlling Company. (c) In no event will the Trustee have any obligation to provide, and in no event will the Trustee provide, any legal, tax, accounting, audit or other advice to the Controlling Company or any Participating Companies with respect to the Plan or this Trust. The Controlling Company acknowledges that it will rely exclusively on the advice of its accountants and/or attorneys with respect to all legal, tax, accounting, audit and other advice required or desired by the Controlling Company with respect to the Plan or this Trust. The Controlling Company acknowledges that the Trustee has not made any representations of any kind, and will not make any representations of any kind, concerning the legal, tax, accounting, audit or other treatment of the Plan or this Trust. (d) The Controlling Company acknowledges that the Trustee is not an advisor concerning or a promoter with respect to the Plan or the Trust, but merely is a service provider offering the Trust services expressly set forth in this Agreement. In particular, the Controlling Company acknowledges that the Trustee is not a joint venturer or partner with the Controlling Company’s accountants, auditors, consultants or with any other party, with respect to the Plan or this Trust, and that the Trustee and the Controlling Company’s accountants, auditors and consultants at all times remain independent parties dealing at arm’s length, and independently, with each other and with the Controlling Company. (e) The Trustee shall have no liability for any losses arising out of delays in performing the services which it renders under this Trust Agreement which result from events beyond its control, including without limitation, interruption of the business of the Trustee due to acts of God, acts of governmental authority, acts of war, riots, civil commotions, insurrections, labor difficulties (including, but not limited to, strikes and other work slippages due to slow-downs), or any action of any courier or utility, mechanical or other malfunction, or electronic interruption. (f) The Committee, as constituted immediately prior to the consummation of a Change of Control and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the occurrence of a Change of Control. The Trustee may rely exclusively on this writing and shall have no duty to inquire whether a Change of Control has taken place or to make any determination as to whether a Change of Control has occurred. For purposes of this Trust Agreement, “Change of Control” shall have the same meaning given such term under the Plan.

No Implied Duties, etc. (a) The Trustee shall have no duty or responsibility not expressly set forth in this Trust Agreement. By way of example, but without limiting the matters subject to the foregoing sentence, Trustee shall have no responsibility with respect to the administration or interpretation of the Plan, payment of Plan benefits other than from the assets of the Trust, withholding of taxes other than from payments made with Trust assets to Plan Participants, or maintaining Participant records with respect to the Plan. (b) The Trustee represents that it qualifies for Federal Deposit Insurance Corporation (“FDIC”) pro rata prorata worth pass-through insurance coverage in accordance with the standards set forth in applicable federal law and FDIC insurance regulations. If the Trustee fails at any time in the future to so qualify for pro rata prorata worth pass-through insurance coverage, it will promptly notify the Controlling CompanySponsor. (c) In no event will the Trustee have any obligation to provide, and in no event will the Trustee provide, any legal, tax, accounting, audit or other advice to the Controlling Company or any Participating Companies Sponsor with respect to the Plan or this Trust. The Controlling Company Sponsor acknowledges that it will rely exclusively on the advice of its accountants and/or attorneys with respect to all legal, tax, accounting, audit and other advice required or desired by the Controlling Company Sponsor with respect to the Plan or this Trust. The Controlling Company Sponsor acknowledges that the Trustee has not made any representations of any kind, and will not make any representations of any kind, concerning the legal, tax, accounting, audit or other treatment of the Plan or this Trust. (d) The Controlling Company Sponsor acknowledges that the Trustee is not an advisor concerning or a promoter with respect to the Plan or the Trust, but merely is a service provider offering the Trust services expressly set forth in this Agreement. In particular, the Controlling Company Sponsor acknowledges that the Trustee is not a joint venturer or partner with the Controlling CompanySponsor’s accountants, auditors, consultants or with any other party, with respect to the Plan or this Trust, and that the Trustee and the Controlling CompanySponsor’s accountants, auditors and consultants at all times remain independent parties dealing at arm’s length, and independently, with each other and with the Controlling CompanySponsor. (e) The Trustee shall have no liability for any losses arising out of delays in performing the services which it renders under this Trust Agreement which result from events beyond its control, including without limitation, interruption of the business of the Trustee due to acts of God, acts of governmental authority, acts of war, riots, civil commotions, insurrections, labor difficulties (including, but not limited to, strikes and other work slippages due to slow-downs), or any action of any courier or utility, mechanical or other malfunction, or electronic interruption. (f) The Committee, as constituted immediately prior to the consummation of a Change of Control and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the occurrence of a Change of Control. The Trustee may rely exclusively on this writing and shall have no duty to inquire whether a Change of Control has taken place or to make any determination as to whether a Change of Control has occurred. For purposes of this Trust Agreement, “Change of Control” shall have the same meaning given such term under the Plan.