Reliance on Certificate. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter (including without limitation, the Purchase Price or the number of shares of Common Stock to be issued) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, Vice Chairman of the Board, President, any Vice President, Treasurer or any Assistant Treasurer of the Company, and delivered to the Warrant Agent; and such certificate shall be full and complete authorization and protection to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such certificate. Only with respect to the Warrant Agent, in the event that a provision of this Agreement conflicts with the Plan, this Agreement shall govern.
Reliance on Certificate. (a) The Note Trustee shall be entitled to call for and rely on a certificate or any letter of confirmation or explanation reasonably believed by it to be genuine, of the Trustee, the Manager, any Paying Agent, the Calculation Agent or any Designated Rating Agency in respect of every manner and circumstance for which a certificate or any letter of confirmation or explanation is expressly provided for under this deed or in respect of the rating of any of the Offshore Notes or the relevant Conditions and the Note Trustee is not bound in any such case to call for further evidence.
Reliance on Certificate. The Plan Administrator and the officers and directors of Employer will be entitled to rely on all certificates and reports made by any duly appointed accountants and on all opinions given by any duly appointed legal counsel. Such legal counsel may be counsel for Employer.
Reliance on Certificate. Upon any payment or distribution of assets of Food Services referred to in this Section 11.5, the parties hereto shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for benefit of creditors or other liquidating agent making such payment or distribution, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Permitted Indebtedness and other indebtedness of Food Services, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11.5.
Reliance on Certificate. The Note Trustee shall not incur any liability as a result of relying upon the authority, validity, due authorisation of, or the accuracy of any information contained in any notice, resolution, direction, consent, certificate, receipt, affidavit, statement, valuation report or other document or communication -------------------------------------------------------------------------------- PAGE 48 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (including any of the above submitted or provided by the Manager, by the Trustee or by a US$ Noteholder) if the Note Trustee is entitled, under clause 34.2 to assume such authenticity, validity, due authorisation or accuracy. In preparing any notice, certificate, advice or proposal the Note Trustee shall be entitled to assume, unless it is actually aware to the contrary, that each person under any Authorised Investment, Support Facility, Receivable, Receivable Security, Related Securities, other Transaction Document or any other deed, agreement or arrangement incidental to any of the above or to the Trust, will perform their obligations under those documents in full by the due date and otherwise in accordance with their terms.
Reliance on Certificate. In making any payment to any other Encumbrancee under clause 8.1, the Security Trustee and the Receiver may rely on a certificate from that Encumbrancee as to the amount secured, and are not bound to enquire as to the accuracy of the certificate or whether the amount referred to is validly secured by the Encumbrance.
Reliance on Certificate. The Note Trustee shall not incur any liability as a result of relying upon the authority, validity, due authorisation of, or the accuracy of any information contained in any notice, resolution, direction, consent, certificate, receipt, affidavit, statement, valuation report or other document or communication (including any of the above submitted or provided by the Manager, by the Issuer or by a Class A Offered Noteholder) if the Note Trustee is entitled, under clause 50.2 to assume such authenticity, validity, due authorisation or accuracy. In preparing any notice, certificate, advice or proposal the Note Trustee shall be entitled to assume, unless it is actually aware to the contrary, that each person under any Authorised Investment, Enhancement, Mortgage, other Transaction Document or any other deed, agreement or arrangement incidental to any of the above or to the Securitisation Fund, will perform their obligations under those documents in full by the due date and otherwise in accordance with their terms.
Reliance on Certificate. Any Person dealing with the Company or the ----------------------- Manager may rely on a certificate signed by the Manager:
Reliance on Certificate. Except as required by law, the Guarantor will recognise the registered holder of any Loan Notes as the absolute owner thereof and shall not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust, whether express, implied or constructive, to which any Loan Notes may be subject and the Guarantor may accept the receipt of the registered holder for the time being of any Loan Notes, or in the case of joint registered holders the receipt of any of them, for the principal monies payable and due in respect thereof as a good discharge to the Guarantor, notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other person to or in such Loan Notes.
Reliance on Certificate. The certificate of Trustee that it is acting according to the terms of this instrument shall fully protect all persons dealing with Trustee.
