Common use of Buyer Reliance Clause in Contracts

Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement and the transactions contemplated by this Agreement. The Buyer is entitled to deal exclusively with the Representative on all matters relating to this Agreement and the transactions contemplated by this Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Person. Any notice or communication delivered by the Buyer to the Representative shall be deemed to have been delivered to all the Sellers. The Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with this Agreement and the transactions contemplated by this Agreement unless the same is made, given or executed by the Representative. For all purposes of this Agreement, the Buyer shall be entitled to regard and rely on all actions and decisions taken or made by any of the Founders, solely acting in such Founder’s capacity as a managing member of the Representative, as being the duly authorized actions and decisions of the Representative.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Evercore Partners Inc.)

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Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement any Transaction Document and the transactions contemplated Contemplated Transactions, and no Seller shall have any cause of action against the Buyer or any of its Affiliates for actions taken by this Agreementthe Buyer or any of its Affiliates in reliance upon such decision, communications or writings. The Buyer is entitled to deal exclusively with the Representative on all matters relating to this Agreement any Transaction Document and the transactions contemplated by this AgreementContemplated Transactions, and the Buyer shall not have any obligation to inquire as to the veracity, accuracy or adequacy thereof. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such PersonXxxxxx. Any notice or communication delivered by the Buyer to the Representative shall be deemed to have been delivered to all the Sellers. The Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with this Agreement any Transaction Document and the transactions contemplated by this Agreement Contemplated Transactions unless the same is made, given or executed by the Representative. For all purposes of this Agreement, the Buyer shall be entitled to regard and rely on all actions and decisions taken or made by any of the Founders, solely acting in such Founder’s capacity as a managing member of the Representative, as being the duly authorized actions and decisions of the Representative.

Appears in 1 contract

Samples: Equity Purchase Agreement (Caseys General Stores Inc)

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Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement and the transactions contemplated by this Agreement. The Buyer is entitled to deal exclusively with the Representative on all matters relating to this Agreement and the transactions contemplated by this Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any SellerStockholder, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such PersonStockholder. Any notice or communication delivered by the Buyer to the Representative shall be deemed to have been delivered to all the SellersStockholders. The Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller Stockholder in connection with this Agreement and the transactions contemplated by this Agreement unless the same is made, given or executed by the Representative. For all purposes of this Agreement, the Buyer shall be entitled to regard and rely on all actions and decisions taken or made by any of the Founders, solely acting in such Founder’s capacity as a managing member of the Representative, as being the duly authorized actions and decisions of the Representative.

Appears in 1 contract

Samples: Merger Agreement (Amn Healthcare Services Inc)

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