Reliance by Seller Representative Sample Clauses
The 'Reliance by Seller Representative' clause defines the extent to which the Seller Representative is permitted to rely on information, statements, or instructions provided by the sellers or other parties involved in the transaction. In practice, this clause typically clarifies that the Seller Representative is not required to independently verify the accuracy of such information and may act in good faith based on what is provided. This provision helps streamline decision-making and protects the Seller Representative from liability for acting on information supplied by others, thereby ensuring efficient administration and reducing the risk of disputes over reliance.
Reliance by Seller Representative. The Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Seller, Buyer or any other evidence deemed by the Seller Representative to be reliable, and the Seller Representative shall be entitled to act on the advice of counsel selected by them. The Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement unless it shall have received such advice or concurrence of any Seller as it deems appropriate or it shall have been expressly indemnified to its satisfaction by Sellers (severally as to each Seller only and not jointly as to or with any other Seller) against any and all Liability and expense that the Seller Representative may incur by reason of taking or continuing to take any such action. The Seller Representative shall in all cases be fully protected in acting, or refraining from acting, under this Agreement in accordance with a request of Sellers, and such request, and any action taken or failure to act pursuant thereto, shall be binding upon all Sellers.
Reliance by Seller Representative. As between the Seller Representative and the other Sellers, the Seller Representative shall be entitled to rely, and shall be fully protected against the other Sellers in relying, upon any statements furnished to it by any Seller, Purchaser or, following the Closing, the Company, and the Seller Representative shall be entitled to act on the advice of counsel selected by it and shall not be liable for any action or inaction done in good faith by the Seller Representative based on such advice.