Common use of Reliance by Seller Representative Clause in Contracts

Reliance by Seller Representative. Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, Consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail, 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 Purchaser or counsel to any Seller), independent accountants and other experts selected by Seller Representative. Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless Seller Representative shall first receive such advice or concurrence of the Sellers as it deems appropriate and until such instructions are received, Seller Representative shall act, or refrain from acting, as it deems advisable. If Seller Representative so requests, it shall first be indemnified to its reasonable satisfaction by Sellers against any and all Liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Seller Representative shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Sellers and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Sellers.

Reliance by Seller Representative. The Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any writingstatements furnished to it by any Seller, resolution, notice, Consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail, Buyer or telephone message, statement or any other document or conversation believed evidence deemed by it the Seller Representative to be genuine and correct and to have been signed, sent, or made by the proper Person or Personsreliable, and upon the Seller Representative shall be entitled to act on the advice and statements of legal counsel (including counsel to Purchaser or counsel to any Seller), independent accountants and other experts selected by Seller Representativethem. The Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless Seller Representative it shall first receive have received such advice or concurrence of the Sellers any Seller as it deems appropriate and until such instructions are received, Seller Representative shall act, or refrain from acting, as it deems advisable. If Seller Representative so requests, it shall first be have been expressly indemnified to its reasonable 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 be incurred by it 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 in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Sellers Sellers, and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all of the Sellers.

Reliance by Seller Representative. As between the Sellers and the Seller Representative, the Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any writingstatements furnished to it by any Seller, resolution, notice, Consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail, Buyer or telephone message, statement or any other document or conversation believed evidence deemed by it the Seller Representative to be genuine and correct and to have been signed, sent, or made by the proper Person or Personsreliable, and upon the Seller Representative shall be entitled to act on the advice and statements of legal counsel (including counsel to Purchaser or counsel to any Seller), independent accountants and other experts selected by it. As between the Sellers and the Seller Representative. , the Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless Seller Representative it shall first receive have received such advice or concurrence of the Sellers any Seller as it deems appropriate and until such instructions are received, Seller Representative shall act, or refrain from acting, as it deems advisable. If Seller Representative so requests, it shall first be have been expressly indemnified to its reasonable satisfaction by Sellers against any and all Liability and expense that the Seller Representative may be incurred by it incur by reason of taking or continuing to take any such action. As between the Sellers and the Seller Representative, the Seller Representative shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Sellers Sellers, and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all of the SellersSellers and their successors and permitted assigns.

Reliance by Seller Representative. The Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any writingstatements furnished to it by any Seller Party, resolution, notice, Consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mailthe Purchaser or the Company, or telephone message, statement or any other document or conversation believed evidence reasonably deemed by it the Seller Representative to be genuine and correct and to have been signed, sent, or made by the proper Person or Personsreliable, and upon the Seller Representative shall be entitled to act on the advice and statements of legal counsel (including counsel to Purchaser or counsel to any Seller), independent accountants and other experts selected by Seller Representativeit. The Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless Seller Representative it shall first receive have received such advice or concurrence of the Sellers any Seller Party as it deems appropriate and until such instructions are received, Seller Representative shall act, or refrain from acting, as it deems advisable. If Seller Representative so requests, it shall first be have been expressly indemnified to its reasonable satisfaction by Sellers the Seller Parties (severally as to each Seller Party only and not jointly as to or with any other Seller Party) according to their respective Allocated Proportionate Shares against any and all Liability liability and expense that the Seller Representative may be incurred by it 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 in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Sellers Seller Parties whose aggregate Allocated Proportionate Share exceeds 50%, and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all of the SellersSeller Parties to the extent otherwise permitted hereunder.