Reliance and Indemnification. This Agreement may be relied upon by the purchaser in the purchase of the Property, Lender to make a loan secured by the Deed of Trust encumbering the Property and by Company in issuance of a title insurance policy or policies insuring title to the Property without exception to matters certified in this Agreement. The provisions of this Agreement shall survive the disbursement of funds and closing of this transaction and shall be binding upon Owner and Contractor (and anyone claiming by, through or under them). Owner and Contractor agree to indemnify and hold purchaser, Lender, and Company harmless of and from any and all loss, cost, damage and expense of every kind, and attorney’s fees, costs and expenses, which the purchaser, Lender or Company shall or may incur or become liable for, directly or indirectly, as a result of reliance on the respective certifications of Owner and Contractor made herein or in enforcement of the Company’s rights hereunder.
Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.
6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to:
(a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct;
(b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder;
(c) Any action(s) taken in accordance with section 6.01 above;
(d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);
(e) Any reasona...
Reliance and Indemnification. This Agreement may be relied upon by the purchaser in the purchase of the Property, a lender to make a loan secured by a deed of trust encumbering the Property and by Company in issuance of a title insurance policy or policies insuring title to the Property without exception to matters certified in this Agreement. The provisions of this Agreement shall survive the disbursement of funds and closing of this transaction and shall be binding upon Owner and anyone claiming by, through or under Owner.
Reliance and Indemnification. Fidelity may rely upon and act upon any writing or any other medium acceptable to Fidelity, including but not limited to electronic medium, from any person authorized by the Employer to give instructions concerning the Plan and may conclusively rely upon and be protected in acting upon any written or electronic order from the Employer or upon any other notice, request, consent, certificate, or other instructions or paper reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any such action. Fidelity need not inquire as to the basis in fact of any statement in writing received from the Employer. Fidelity shall be entitled to reasonably rely upon the information provided by the Employer in performance of its duties hereunder. Unless resulting from Fidelity’s negligence or willful misconduct, the Employer shall indemnify and save harmless Fidelity from any and all liabilities and expenses, including without limitation, reasonable attorney’s fees incurred or required to be paid by Fidelity in connection with the Plan. Notwithstanding anything in this Agreement to the contrary and subject to the provisions of the attached Appendices to this Agreement, (i) any direction, notice or other communication provided to the Employer or Fidelity by another party required to be in writing by the Plan or this Service Agreement, (ii) any service provided under this Agreement requiring or utilizing written information, or (iii) any written communication or disclosure to Participants required by the Plan or this Service Agreement may be provided through any medium that is permitted under applicable law or regulation and, to the extent so allowed, will no longer require any writing to which reference is made in this Agreement.
Reliance and Indemnification. Acquiror will be entitled to deal exclusively with the Stockholder Agent on all matters with respect to the disposition, settlement or other handling of (i) indemnity claims under Article VIII and (ii) the distribution of funds under the Escrow Agreement and will be entitled to rely on any action or decision of Stockholder Agent in connection therewith. The Indemnity Escrow Amount shall be available to indemnify and hold harmless the Acquiror, Surviving Corporation and any of their respective Affiliates from and against any and all Damages (as defined in Section 8.2) incurred in connection with, arising out of, resulting from or incident to any action or inaction of the Stockholder Agent, subject to first fulfilling any claims for Damages pursuant to Article VIII. Furthermore, if said action or inaction constituted gross negligence, recklessness, intentional misconduct, fraud or knowing violation of law, as determined by a nonappealable court order, judgment, decree or decision, the Stockholder Agent will indemnify and hold harmless the Acquiror, Surviving Corporation and any of their respective Affiliates from such Damages, provided that the Indemnity Escrow Amount is first exhausted and provided further that such indemnity will only be to the extent not otherwise paid or payable from the Indemnity Escrow Amount.
Reliance and Indemnification. Fidelity may rely upon and act upon any ---------------------------- writing or any other medium acceptable to Fidelity, including but not limited to electronic medium , from any person authorized by the Employer, including an Investment Professional, to give instructions concerning the Plan and may conclusively rely upon and be protected in acting upon any written or electronic order from the Employer or upon any other notice, request, consent, certificate, or other instructions or paper reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any such action. Fidelity need not inquire as to the basis in fact of any statement in writing or any other medium acceptable to Fidelity received from the Employer or any other party authorized by the Employer to act on behalf of the Employer. Fidelity shall be entitled to reasonably rely upon the information provided by the Employer in performance of its duties hereunder. Unless resulting from Fidelity's negligence or willful misconduct, the Employer shall indemnify and save harmless Fidelity from any and all liabilities to which Fidelity may be subjected by reason of any act or conduct in carrying out its responsibilities under this Agreement, including all expenses reasonably incurred in its defense.
Reliance and Indemnification. Declarant acknowledges that the Town is acting in reliance on Declarant's authority to enter into this Declaration and Agreement and the terms, conditions, obligations, and restrictions imposed herein in its authorization to subdivide the Property and in the issuance of any permits or development approvals associated with any construction of improvements on the Property and that the Town may suffer irreparable harm from the violation of the covenants, restrictions, and obligations established herein. Based upon the obligations of the Declarant, the Declarant agrees to fully indemnify the Town for any and all damages, including costs and attorneys’ fees, for any failure of the Declarant, to fulfill their respective obligations in and under this Agreement.
Reliance and Indemnification. The Shareholder is aware that Aspen is relying on the accuracy of the above representations to establish compliance with Federal and state securities laws.
Reliance and Indemnification. In performing its services hereunder, Consultant shall be entitled to rely, without investigation, upon all information that is available from public sources as well as all other information supplied to it by or on behalf of the Company or its advisors, and except as otherwise specifically agreed to, in writing, signed by both parties, shall not in any respect be responsible for the accuracy or completeness of, or have any obligation to verify, the same or to conduct any appraisal of assets or liabilities and shall be indemnified therefore.
Reliance and Indemnification. 8.3.1. The Investor understands and acknowledges that (i) the Units are being offered and sold to the Investor without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption, depends in part on, and the Company will rely upon, the accuracy and truthfulness of, the foregoing representations and warranties and the Investor hereby consents to such reliance. The Investor agrees that the representations, warranties and covenants of the Investor contained herein (or in any Representation Letter executed and delivered by the Investor pursuant to the provisions hereof) shall be true and correct both as of the execution of this Subscription Agreement and as of the Closing Date, and shall survive the completion of the distribution of the Units. The Investor hereby agrees to notify the Company immediately of any change in any representation, warranty, covenant or other information relating to the Investor contained in this Agreement which takes place prior to Closing.
8.3.2. The Investor agrees to indemnify the Company, and each of its officers, directors, employees, consultants and agents from and against all losses, claims, costs, expenses, damages or liabilities that any of them they may suffer or incur as a result of or in connection with their reliance on such representations, warranties and covenants. The Investor acknowledges and agrees that the Company acts as trustee of the Investor’s covenants hereunder for each of its officers, directors, employees, consultants and agents entitled to indemnity hereunder and shall be entitled to enforce such covenants on behalf of such persons.
