Common use of Satisfactory Proof Clause in Contracts

Satisfactory Proof. Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of Market Price) be proved or established by the Corporation prior to taking or suffering any action 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 a Person believed by the Rights Agent to be, if any, the Chairman, the President, the Chief Executive Officer or a Vice-President and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation and delivered to the Rights Agent and such certificate shall be full and complete authorization and protection to the Rights Agent for, and the Rights Agent shall incur no liability for or in respect of any action taken, omitted to be taken or suffered in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate.