Cooperation; Reliance on Information Sample Clauses

Cooperation; Reliance on Information. 3.1 The Company acknowledges and understands that the Transfer Agent's ability to provide the Intermediary Access Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between the Company and the Transfer Agent. The Company shall act in good faith to cooperate with the Transfer Agent to enable or assist the Transfer Agent in performing any of the Intermediary Access Services. The Transfer Agent shall act in good faith to cooperate with the Company in performing the Intermediary Access Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3, the Transfer Agent may act in reasonable reliance on the data and information provided to it by or on behalf of a Company or by any persons authorized by the Company including, without limitation, any Shareholder. 3.3 Except as expressly stated otherwise in this Schedule, the Transfer Agent shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by the Company, any persons authorized by the Company including, without limitation, any Financial Intermediary, and shall be without liability for any losses or damages suffered or incurred by any person as a result of the Transfer Agent having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
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Cooperation; Reliance on Information. 3.1 Each Company acknowledges and understands that State Street's ability to provide the Access Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between the Company and State Street. The Company shall act in good faith to cooperate with State Street, to enable or assist State Street in performing any of the Access Services. State Street shall act in good faith to cooperate with the Company in performing the Access Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3, State Street may act in reasonable reliance on the data and information provided to it by or on behalf of a Company or by any persons authorized by a Company including, without limitation, any Shareholder. 3.3 Except as expressly stated otherwise in this Schedule, State Street shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by a Company, any persons authorized by such Company including, without limitation, any Shareholder, and shall be without liability for any losses or damages suffered or incurred by any person as a result of State Street having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
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Cooperation; Reliance on Information. 3.1 Each Trust on behalf of each Fund of such Trust receiving e-Delivery Services acknowledges and understands that State Street’s ability to provide the e-Delivery Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between such Trust and State Street. Each Trust shall act in good faith to cooperate with State Street, to enable or assist State Street in performing any of the e-Delivery Services. State Street shall act in good faith to cooperate with each Trust in performing the e-Delivery Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3, State Street may act in reasonable reliance on the data and information provided to it by or on behalf of a Trust or by any persons authorized by such Trust including, without limitation, any Shareholder. 3.3 Except as expressly stated otherwise in this Schedule 1.3(vi), State Street shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by a Trust, any persons authorized by such Trust including, without limitation, any Shareholder, and shall be without liability for any losses or damages suffered or incurred by any person as a result of State Street having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
Sample 1
Cooperation; Reliance on Information. 6.1 Each Fund acknowledges and understands that State Street’s ability to follow the Monitoring Guidelines procedures under the terms and conditions set forth in this Agreement is contingent upon ongoing cooperation between the Funds and State Street. The Funds shall act in good faith to cooperate with State Street, to enable or assist State Street in performing any of the monitoring services provided for under this Agreement. 6.2 In the course of discharging its duties hereunder and subject to Section 6.3, State Street may act in reasonable reliance on the data and information provided to it by or on behalf of a Fund or by any persons authorized by a Fund including, without limitation, any Financial Intermediary. 6.3 Except as expressly stated otherwise in this Agreement, State Street shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by a Fund, any persons authorized by such Fund including, without limitation, any Financial Intermediary, and shall be without liability for any losses or damages suffered or incurred by any person as a result of State Street having relied upon and used such information in good faith. State Street will promptly notify a Fund in the event it becomes aware that any information received by it is materially incomplete, inaccurate or insufficient or in the event of a failure or delay by any person to provide information required by State Street to discharge its duties under this Agreement. State Street shall promptly notify the Funds if it becomes aware of any issues arising with respect to the Vendor that materially interferes with State Street’s ability to perform its obligations, as set forth in this Agreement. 6.4 The provisions of this Section 6 shall survive the termination of this Agreement.
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Cooperation; Reliance on Information. 3.1 The Funds acknowledge and understand that the Transfer Agent’s ability to provide the Intermediary Access Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between the Funds and the Transfer Agent. The Funds shall act in good faith to cooperate with the Transfer Agent to enable or assist the Transfer Agent in performing any of the Intermediary Access Services. The Transfer Agent shall act in good faith to cooperate with the Funds in performing the Intermediary Access Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3 herein, the Transfer Agent may act in reasonable reliance on the data and information provided to it by or on behalf of the Funds or by any persons authorized by the Funds including, without limitation, any Interestholder. 3.3 Except as expressly stated otherwise in this Schedule, the Transfer Agent shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by the Funds, any persons authorized by the Funds including, without limitation, any Financial Intermediary, and shall be without liability for any losses or damages suffered or incurred by any person as a result of the Transfer Agent having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
Sample 1
Cooperation; Reliance on Information. 3.1 Each Fund acknowledges and understands that State Street’s ability to provide the Shareholder Access Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between the Funds and State Street. The Funds shall act in good faith to cooperate with State Street, to enable or assist State Street in performing any of the Shareholder Access Services. State Street shall act in good faith to cooperate with the Funds in performing the Shareholder Access Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3, State Street may act in reasonable reliance on the data and information provided to it by or on behalf of a Fund or by any persons authorized by a Fund including, without limitation, any Shareholder. 3.3 Except as expressly stated otherwise in this Schedule, State Street shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by a Fund, any persons authorized by such Fund including, without limitation, any Shareholder, and shall be without liability for any losses or damages suffered or incurred by any person as a result of State Street having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
Sample 1
Cooperation; Reliance on Information. 3.1 The Trust acknowledges and understands that the Transfer Agent’s ability to provide the Intermediary Access Services under the terms and conditions set forth in this Schedule is contingent upon ongoing cooperation between the Trust and the Transfer Agent. The Trust shall act in good faith to cooperate with the Transfer Agent to enable or assist the Transfer Agent in performing any of the Intermediary Access Services. The Transfer Agent shall act in good faith to cooperate with the Trust in performing the Intermediary Access Services. 3.2 In the course of discharging its duties hereunder and subject to Section 3.3, the Transfer Agent may act in reasonable reliance on the data and information provided to it by or on behalf of the Trust or by any persons authorized by the Trust including, without limitation, any Shareholder. 3.3 Except as expressly stated otherwise in this Schedule, the Transfer Agent shall have no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information provided by the Trust, any persons authorized by the Trust including, without limitation, any Financial Intermediary, and shall be without liability for any losses or damages suffered or incurred by any person as a result of the Transfer Agent having relied upon and used such information in good faith. 3.4 The provisions of this Section 3 shall survive the termination of the Agreement.
Sample 1
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Related to Cooperation; Reliance on Information

  • Reliance on Information For purposes of its obligations under this Section, the Primary Servicer shall be entitled to rely on the following information to the extent that such information relates to mortgage loans that are not serviced under this Agreement: (i) the final prospectus supplement prepared by the Depositor with respect to the offering of the securities issued by the ABS Issuing Entity and (ii) any reports delivered from time to time by the Master Servicer, the master servicer for the ABS Issuing Entity (if such party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or the paying agent, certificate administrator or other similar party for the ABS Issuing Entity.

  • Reliance on Information Posted The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

  • Information; Reliance The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx 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 Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (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 Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, 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 Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx 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.

  • 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.

  • Reliance on Third Parties The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

  • Maintenance of Confidential Information The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the “Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

  • Reliance on Company Statement Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information. B. Notwithstanding the foregoing, both parties agree that there will be no obligation to protect any portion of the Information that is either: 1) made publicly available by the owner of the Information or lawfully disclosed by a nonparty to this Agreement; 2) lawfully obtained from any source other than the owner of the Information; or 3) previously known to the receiving party without an obligation to keep it confidential.

  • Reliance on Advisors The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

  • Information: miscellaneous The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable): (a) copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched; (b) copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report; (c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders); (d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request; (e) as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event; (f) promptly on becoming aware of them, details of any event which has a Material Adverse Effect; (g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter; (h) as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect; (i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000; (j) promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and (k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.

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