Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document (including any electronic message, internet website posting or other distribution) or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan, Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telexdocument or other writing (including, teletype or facsimile but not limited to, any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowerany 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any note, writing, resolutionNote, notice, statementrequest, certificate, telexconsent, teletype statement, instrument, document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Personperson, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower)counsel, independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts 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 expertsadvice.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerLoan Parties), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Term A Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term A Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a its share of the Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such the Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerParent, the Borrower or the Subsidiaries), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a the Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such portion of the Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Revolving Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Revolving Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely uponup on, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerLoan Parties), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Company and the Borrower), 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.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Parent or the BorrowerSubsidiaries), 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.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerBorrower or the Subsidiaries), 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or facsimile other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for ­ relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.