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Basis for Reliance Sample Clauses

Basis for Reliance. Any certificate delivered by any Person in connection with this Agreement or the transactions contemplated hereby may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless the Person delivering such certificate knows, or in the exercise of reasonable care should know, that such Opinion of Counsel is erroneous. Any Opinion of Counsel or certificate delivered under this Agreement may be based, insofar as it relates to factual matters, upon a certificate of, or representations by, a Responsible Officer or Responsible Officers of the Servicer or the Originator, as the case may be, stating that the information with respect to such factual matters is in the possession of the Servicer or the Originator, as the case may be, unless the Person delivering such Opinion of Counsel or certificate knows, or in the exercise of reasonable care should know, that such certificate, opinion or representations with respect to such matters are erroneous. Any such Opinion of Counsel or certificate may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent public accountant or firm of accountants, unless such counsel or the Person delivering such Opinion of Counsel or certificate knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the accounting matters are erroneous.
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Basis for RelianceYou acknowledge and agree that:- (a) You are not either of the Consultant’s client and consequently the Consultants have no legal relationship with or obligations to you of a contractual or fiduciary nature and owes you no duty of care. (b) The Consultants do not make or give any recommendations or advice to you and has not been given any instructions by you. (c) The Consultants have acted solely in accordance with the instructions of the Principal in preparing the Final Report and prepared the Final Report for the benefit of the Principal and has considered only the interests of the Principal in doing so. The matters covered by the Final Report and the emphasis placed on them may not necessarily address all or any of your specific concerns, purposes, requirements or interests or those of your financiers, investors or any other third party. (d) The Final Report may not cover all matters that a lessee or a buyer of the Business or its assets or a financier or investor of such lessee or buyer may wish to investigate and there may be matters of interest to you or your investors or financiers which have not been considered to be material for the Final Report or investigated. (e) The Final Report is subject to the scope, materiality, guidelines, qualifications, methodology and assumptions which are set out therein and agreed with the Principal. (f) You and your technical Advisors will be making an independent assessment of the matters which do not fall within the Scope of the Final Report and that in relation to matters which do fall within the Scope of the Final Report you will determine for yourself whether those matters require further enquiry. (g) The Final Report will not be updated for events and transactions occurring after the date of the Final Report or for any other matters which might have a material affect on its contents which may come to light after the date of the Final Report. (h) The Consultants will not be obliged to inform you of any matter arising or coming to its notice after the date of the Final Report which may affect or qualify the Final Report. (i) The contents of the Final Report are confidential and may not be duplicated or disclosed under any circumstances to any other person without our prior consent except that you may disclose the report to the persons listed below but only to the extent necessary for the purposes of your participation in the Project:- 1. your professional advisors (including financial, accounting, technical, env...

Related to Basis for Reliance

  • Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Reliance on Reports Except as expressly provided herein, nothing herein shall be construed to impose an obligation on the part of the Global Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Issuer or to otherwise monitor the activities of the Issuer.

  • Disclaimer of Reliance Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Executive represents that Executive relied solely and only on Executive’s own judgment in making the decision to enter into this Agreement.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Reliance on Experts The Trustees and officers may consult with counsel, engineers, brokers, appraisers, auctioneers, accountants, investment bankers, securities analysts or other Persons (any of which may be a firm in which one or more of the Trustees or officers is or are members or otherwise interested) whose profession gives authority to a statement made by them on the subject in question, and who are reasonably deemed by the Trustees or officers in question to be competent, and the advice or opinion of such Persons shall be full and complete personal protection to all of the Trustees and officers in respect of any action taken or suffered by them in good faith and in reliance on or in accordance with such advice or opinion. In discharging their duties, Trustees and officers, when acting in good faith, may rely upon financial statements of the Trust represented to them to be correct by any officer of the Trust having charge of its books of account, or stated in a written report by an independent certified public accountant fairly to present the financial position of the Trust. The Trustees and officers may rely, and shall be personally protected in acting, upon any instrument or other document believed by them to be genuine.

  • Reliance on Experts, etc Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

  • Reliance on Judicial Order or Certificate of Liquidating Agent Subject to Section 15.01, upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

  • Limitation on the Authority of the Manager to Purchase and Sell Securities for the Account of Certain Underwriters Notwithstanding any provision of this AAU authorizing the Manager to purchase or sell any Securities or Other Securities (including arranging for the sale of Contract Securities) or over-allot in arranging sales of Securities for the accounts of the several Underwriters, the Manager may not, in connection with the Offering of any Securities, make any such purchases, sales, and/or over-allotments for the account of any Underwriter that, not later than its acceptance of the Invitation Wire relating to such Offering, has advised the Manager that, due to its status as, or relationship to, a bank or bank holding company such purchases, sales, and/or over-allotments are prohibited by applicable law. If any Underwriter so advises the Manager, the Manager may allocate any such purchases, sales, and over-allotments (and the related expenses) which otherwise would have been allocated to your account based on your respective Underwriting Percentage to your account based on the ratio of your Original Underwriting Obligation to the Original Underwriting Obligations of all Underwriters other than the advising Underwriter or Underwriters, or in such other manner as the Manager will determine.

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