Reliance by MOVA Sample Clauses

Reliance by MOVA. 2.6.1 DEPOMED acknowledges that MOVA will rely on the Forecast and the Purchase Orders submitted pursuant to Sections 2.2 and 2.3 in ordering the Materials required to meet such Purchase Orders. In addition, DEPOMED understands that to ensure an orderly supply of such Materials it may be desirable for MOVA to purchase such Materials in sufficient volumes to meet the production requirements for Products during the ensuing six (6) months of DEPOMED’s Forecast or to meet the production requirements of any longer period agreed to by MOVA and DEPOMED. Accordingly, DEPOMED authorizes MOVA to purchase Materials in order to satisfy the requirements for Products for the immediately following six months contemplated in the most recent Forecast provided by DEPOMED and agrees that MOVA may make such other purchases of Materials to meet the Product requirements during such longer periods as may be agreed to in writing from time to time by DEPOMED at the request of MOVA or DEPOMED. If Materials ordered by MOVA pursuant to the Purchase Orders or this Section 2.6 are not included in finished Products manufactured for DEPOMED within six months after the forecasted month in respect of which such purchases have been made (or such longer period as the parties may agree), or if such Materials have expired or become ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. – 5 – obsolete during such period (subject to MOVA using the First -In /First -Out method of accounting for such Materials), then MOVA shall promptly notify DEPOMED, and DEPOMED shall pay MOVA its actual costs therefor (including all costs incurred by MOVA in connection with the purchase and handling of such Materials and MOVA shall ship such Materials to DEPOMED at DEPOMED’s request); provided, however, that (i) DEPOMED shall have the option but not the obligation to take title to and possession of all or any portion of such Materials by written notice to MOVA, in which case MOVA shall cooperate with DEPOMED in the surrender, delivery and transfer of such Materials as promptly as is commercially reasonable, with any shipping and related expenses to be borne by DEPOMED, or (ii) in the event such Materials are incorporated into Products subsequently purchased by DEPOMED or into third party products manufactured by MOVA and subsequently purchased by a third party, DEPOMED ...
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Related to Reliance by MOVA

  • Reliance by Company Subscriber represents to the Company that the representations and warranties of Subscriber contained herein are complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with a private offering of securities.

  • Reliance by Agent Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation 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 (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

  • Reliance by Parent The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

  • Reliance by Issuer To the extent not inconsistent with §5.8, the Administrative 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 Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

  • Reliance by Agents (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation 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 (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

  • Reliance by Lender All covenants, agreements, representations and warranties made herein by Borrower shall, notwithstanding any investigation by Lender, be deemed to be material to and to have been relied upon by Lender.

  • Reliance by Lenders Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Reliance Waivers Etc 37 7.1 Reliance 37 7.2 No Warranties or Liability 37 7.3 No Waiver of Lien Priorities 38 7.4 Waiver of Liability 39 7.5 Obligations Unconditional 40 SECTION 8. MISCELLANEOUS 40 8.1 Conflicts 40 8.2 Effectiveness; Continuing Nature of this Agreement; Severability 40 8.3 Amendments; Waivers 41 8.4 Information Concerning Financial Condition of the Obligors and its Subsidiaries 42 8.5 Subrogation 42 8.6 Application of Payments 42 8.7 SUBMISSION TO JURISDICTION; WAIVERS 43 8.8 Notices 44 8.9 Further Assurances 44 8.10 CHOICE OF LAW 44 8.11 Binding on Successors and Assigns 44 8.12 Headings 44 8.13 Counterparts 45 8.14 Authorization; Binding Effect on Claimholders 45 8.15 Exclusive Means of Exercising Rights under this Agreement 45

  • Reliance by Third Parties Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

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