Right to Rely. Following the Closing, any rights to indemnification, payment, reimbursement or other remedy based on representations, warranties, covenants or agreements in this Agreement or in any certificate delivered pursuant hereto shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) before the Closing. The waiver of any condition based on the accuracy of any representation or warranty, or in the performance of or compliance with, any such covenant or agreement, shall not affect the right to indemnification, payment, reimbursement, or any other remedy based on such representations, warranties, covenants or agreements. * * * * *
Right to Rely. We are entitled to rely on any communication, instrument, instruction, transfer, payment, transaction, stop payment request, stop payment order, check reorder, order or document we believe in good faith to be genuine and correct and to have been given, signed and/or sent by you, authorized signer or Authorized User; you agree that we will not be liable to you and/or a third party for the consequences of any such reliance.
Right to Rely. ON INSTRUCTIONS DSI may act in reliance upon any request for release of the Deposit Materials which: a) is presented on Preferred Beneficiary's letterhead; b) specifically refers to the Release Condition under which the Preferred Beneficiary believes it is entitled to the Deposit Materials; c) identifies the date on which Preferred Beneficiary believes the Release Condition has occurred; and d) is signed by a corporate officer of the Preferred Beneficiary.
Right to Rely. Without limiting the other provisions of this Agreement, all representations, warranties, covenants and agreements set forth in this Agreement or in any Schedule or Exhibit to this Agreement, and the Indemnified Parties’ right to rely on them as written and the related right to indemnification as contemplated herein, will not be affected by any examination made for or on behalf of any of the Parties or the knowledge of any of their officers, directors, securityholders, employees, agents or representatives or the acceptance of any certificate or opinion.
Right to Rely. Following the Closing, any rights to indemnification, payment, reimbursement or other remedy based on representations, warranties, covenants or agreements in this Agreement or in any certificate delivered pursuant hereto shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) before the Closing. The waiver of any condition based on the accuracy of any representation or warranty, or in the performance of or compliance with, any such covenant or agreement, shall not affect the right to indemnification, payment, reimbursement, or any other remedy based on such representations, warranties, covenants or agreements. Each Party has caused this Agreement to be executed by its respective duly authorized officer as of the date first above written. XXXXXXXXXXXX COAL COMPANY By: /s/ Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary XXXXXXXXXXXX RESOURCE PARTNERS, LP By: XXXXXXXXXXXX RESOURCES GP, LLC, its general partner By: /s/ Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary Exhibit A to Amended and Restated Contribution Agreement by and between Xxxxxxxxxxxx Coal Company and Xxxxxxxxxxxx Resource Partners, LP dated July 31, 2015 DEFINITIONS
Right to Rely. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay Rents to Noteholder upon written demand by Noteholder without further consent of Grantor, and the tenants may rely upon any written statement delivered by Noteholder to the tenants. Any such payment to Noteholder shall constitute payment to Grantor under the Leases. The provisions of this Paragraph are intended solely for the benefit of the tenants and shall never inure to the benefit of Grantor or any person claiming through or under Grantor, other than a tenant who has not received such notice. The assignment of Rents set forth in Paragraph 3.1 is not contingent upon any notice or demand by Noteholder to the tenants.
Right to Rely. Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of the personal property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice from the Partnership affecting the same.
Right to Rely. Notwithstanding any right of the Investors (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and each Investor, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement.
Right to Rely. Notwithstanding any other provision of this Agreement, if the transactions contemplated hereby are consummated, each Party expressly reserves the right to seek indemnity or other remedy for any Damages arising out of or relating to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to, or knowledge or imputed knowledge of such Party or any of its Affiliates and its and their managers, directors, officers, employees and agents in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof. In furtherance of the foregoing, because each Party agrees that knowledge or lack of reliance shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by such Party herein, no Party shall in any action, suit or proceeding concerning a breach or alleged breach of any representation, warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of another Party or any of its Affiliates and its and their managers, directors, officers, employees and agents, through deposition, discovery or otherwise or seek to introduce evidence or argument in any action, suit or proceeding regarding the knowledge or lack of reliance of any other Party or any of its Affiliates and its and their managers, directors, officers, employees and agents prior to the Closing on or with respect to any such representations, warranties or covenants.
Right to Rely. Grantor hereby authorizes and directs the tenants under the Subleases to pay Rents to the Beneficiary upon written demand by the Beneficiary without further consent of Grantor, and the tenants may rely upon any written statement delivered by the Beneficiary to the tenants. Any such payment to the Beneficiary shall constitute payment to Grantor under the Subleases.
