Reliance by Xxxxxx. Xxxxxx shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company). Xxxxxx shall be fully justified in failing or refusing to take any action under the Reimbursement Agreement or any Bond Document which would otherwise require the consent of the Required Banks or all of the Banks unless it shall first receive such advice or concurrence of the Required Banks (or, if required by this Agreement, all Banks) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Xxxxxx shall in all cases be fully protected in acting, or in refraining from acting, under the Reimbursement Agreement or any Bond Document in accordance with a request or consent of the Required Banks (or, if required by this Agreement, all Banks) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Banks.
Reliance by Xxxxxx. The Lender shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, Letter of Credit Applications and Notice of Loan Prepayment) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Lender may be recorded by the Lender, and each of the parties hereto hereby consents to such recording. 10.03
Reliance by Xxxxxx. Broker will rely on the information you provide in making a funds transfer, including EFT, wire transfers or checks, on your behalf. It is your responsibility to provide Broker with accurate information regarding that transfer, including the account number of the beneficiary of the funds transfer and where applicable, the number (such as “BIC” or “SORT”) identifying the beneficiary institution; payment will be processed based on the number(s) provided by you. For international transfers, you may be required at the time you initiate the request to provide Broker with information regarding the currency in which the beneficiary account is maintained. You understand and acknowledge that Xxxxxx will rely on this information in executing your request in accordance with the provisions set forth in the "Currency of Transfer" paragraph below.
Reliance by Xxxxxx. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.
Reliance by Xxxxxx. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and it has had the full right and opportunity to consult with its attorney, that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand each of this Agreement, the Merger Agreement and the other transaction documents in its entirety and have had it fully explained to them by counsel, that it is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officers (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress and undue influence.
Reliance by Xxxxxx. The Borrower acknowledges that it has made the representations to the Lender as set out in Clause 11(B) with the intention of inducing the Lender to make available the Facility to the Borrower, to enter into the Transaction Documents on the basis of, and in full reliance on, each of those representations and the Borrower now warrants to the Lender as set out in Clause l l (B).
Reliance by Xxxxxx. The Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Lender, its Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower, other than any such losses, costs, expenses and liabilities resulting from the Lender’s gross negligence or willful misconduct. All telephonic notices to and other communications with the Lender may be recorded by the Lender, and the Borrower hereby consents to such recording.
Reliance by Xxxxxx. Such Party understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Party’s execution and delivery of this Termination Agreement. Such Party has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and it has had the full right and opportunity to consult with its attorney, that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Termination Agreement and have had it fully explained to them by counsel, that it is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officers (as the case may be) is competent to execute this Termination Agreement and has executed this Termination Agreement free from coercion, duress and undue influence.
Reliance by Xxxxxx. Notwithstanding the right of Xxxxxx to investigate UIS Brazil and UIS, their Businesses and the Assets, and notwithstanding any knowledge of facts determined or determinable by them as a result of such investigation or right of investigation, Xxxxxx has the unqualified right to rely upon the representations and warranties made by UIS Brazil or UIS in this Agreement and in the Schedules attached hereto or pursuant hereto.
Reliance by Xxxxxx. Xxxxxx shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the
