Actions of Agent. The Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent.
Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Equityholders and shall be final, binding and conclusive upon each such Equityholder, and Escrow Agent, Paying Agent, Purchaser, Merger Sub and the Surviving Corporation may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Equityholder. Escrow Agent, Paying Agent, Purchaser, Merger Sub and the Surviving Corporation are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Equityholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.
Actions of Agent. Any Letter of Credit may, in the discretion of the Agent or its correspondents, be interpreted by them (to the extent not inconsistent with such Letter of Credit) in accordance with the Uniform Customs and Practice for Documentary Credits of the International chamber of Commerce, as adopted or amended from time to time, or any other rules, regulations and customs prevailing at the place where any Letter of Credit is available or the drafts are drawn or negotiated. The Agent and its correspondents may in good faith accept and act upon the name, signature, or act of any party purporting to be the executor, administrator, receiver, trustee in bankruptcy, or other legal representative of any party designated in any Letter of Credit in the place of the name, signature, or act of such party.
Actions of Agent. Consultant will not act on behalf of Owner or represent or hold itself out to other Persons as having the authority to act on behalf of Owner.
Actions of Agent. If an Event of Default shall have occurred and be continuing hereunder, the Agent shall, at the direction of the Controlling Party, do one of the following:
Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent, Purchaser and Company may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent, Purchaser and Company are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Shareholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.
Actions of Agent. (a) EFG and Banyan acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein, including the Exchange Agreement, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
Actions of Agent. 21 2.19 Indemnity as to Letters of Credit....................... 21 2.20 Letter of Credit Fees................................... 22
Actions of Agent. 40 SECTION 3.04. Payments in Respect of Increased Costs . . . . . 40 SECTION 3.05. Indemnity as to Letters of Credit . . . . . . . 42 SECTION 3.06. Letter of Credit Fees . . . . . . . . . . . . . 43 SECTION 3.07.
Actions of Agent. A decision, act, consent or instruction of ---------------- TVN, taken with respect to this Section 5.4 shall constitute a decision of all the TVN Indemnified Persons and shall be final, binding and conclusive upon each of the TVN Indemnified Persons, and Xxxxx-Xxxxxx and GRTV may rely upon any decision, act, consent or instruction of TVN taken in such manner as being the decision, act, consent or instruction of each and every such TVN Indemnified Person. Xxxxx-Xxxxxx are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of TVN taken in such manner.
