Reliance Upon Agreement. To the extent that any Manager (each, a “Responsible Party”) has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company, any Member or other Person bound by the terms of this Agreement, such Responsible Parties acting in accordance with this Agreement shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on the provisions of this Agreement.
Reliance Upon Agreement. The Shareholder understands and acknowledges that SPAC and the Company are entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein.
Reliance Upon Agreement. To the fullest extent permitted by Applicable Law, no Shareholder or Director shall be liable to the Company, any Shareholder, or any other Person for any loss or liability arising out of any act or omission in connection with the Company taken or omitted by such Person in good faith reliance on the provisions of this Agreement.
Reliance Upon Agreement. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they define the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.
Reliance Upon Agreement. In the event the Fries ----------------------- Withdrawal is exercised and the Fries Withdrawal Closing occurs within two days after the Closing Date (i) each of Roche, GRI, Hercules and Mallinckrodt acknowledges and agrees that in exercising the Fries Withdrawal and consummating the Fries Withdrawal Closing, and after the consummation of the Fries Withdrawal Documents, each of Roche, GRI, Hercules and Mallinckrodt, on behalf of themselves and their respective Affiliates, is relying upon, and is entitled to rely upon, the representations, warranties and covenants of Roche, GRI, Hercules and Mallinckrodt set forth in this Agreement, and (ii) each of Hercules and Roche agrees, on behalf of themselves and their respective Affiliates that are partners of Tastemaker, that the "ESTIMATED ADJUSTED AGGREGATE VALUE," the "ADJUSTED AGGREGATE VALUE," the "ESTIMATED TASTEMAKER B.V. VALUE," and the "TASTEMAKER B.V. VALUE" (as such quoted terms are used and defined in the Partnership Agreement) shall equal, and shall be determined in the same manner as, the Estimated Adjusted Aggregate Value, the Adjusted Aggregate Value, the Estimated Tastemaker B.V. Value and the Tastemaker B.V. Value, respectively, determined in accordance with Section 2.6 of this Agreement. 9.
Reliance Upon Agreement. To the extent that any Manager has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company, any Member or other Person bound by the terms of this Agreement, such Manager acting in accordance with this Agreement shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on the provisions of this Agreement.
Reliance Upon Agreement. Counsel to and accountants for the parties to the Agreement shall be entitled to rely upon this Agreement as needed.
