Specific Reliance Clause Samples

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Specific Reliance. The Parties have specifically relied upon this ARTICLE X, together with the provisions of Section 11.4, in agreeing to the Purchase Price and in agreeing to provide the specific representations and warranties set forth herein.
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Specific Reliance. The parties have specifically relied upon this Article XIII, together with the provisions of ‎Section 14.4, in agreeing to the Merger Consideration and in agreeing to provide the specific representations and warranties set forth herein.
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Related to Specific Reliance

  • Non-Reliance It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

  • Information; Reliance The Company shall furnish, or cause to be furnished, to ▇▇▇▇▇▇▇▇▇▇ all information requested by ▇▇▇▇▇▇▇▇▇▇ for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to ▇▇▇▇▇▇▇▇▇▇ upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that ▇▇▇▇▇▇▇▇▇▇ (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with ▇▇▇▇▇▇▇▇▇▇ or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by ▇▇▇▇▇▇▇▇▇▇ thereof, including any document included or incorporated by reference therein. At each Offering, at the request of ▇▇▇▇▇▇▇▇▇▇, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to ▇▇▇▇▇▇▇▇▇▇ and its counsel as is customary for such Offering. ▇▇▇▇▇▇▇▇▇▇ shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

  • Absence of Reliance In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.

  • Authorization and Reliance GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein.