Reliance on Actions Clause Samples

The 'Reliance on Actions' clause defines the extent to which parties may depend on each other's actions, statements, or representations during the course of their agreement. Typically, this clause clarifies whether one party can claim to have relied on informal assurances, conduct, or communications outside the written contract, or if only the explicit terms of the agreement are enforceable. By setting these boundaries, the clause helps prevent disputes over alleged promises or implied obligations, ensuring that both parties understand that only documented commitments are binding and reducing the risk of misunderstandings or claims based on informal interactions.
Reliance on Actions. Parent, Merger Sub and the Company each shall have the right to rely upon all actions taken or omitted to be taken by the Securityholder Representative pursuant to this Agreement, the agreements ancillary to this Agreement, or the Transactions contemplated by, this Agreement, all of which actions or omissions shall be legally binding on the Securityholders. Any payment made by, or on behalf of Parent or any of its Affiliates to the Securityholder Representative pursuant to this Agreement shall constitute payment and satisfaction in full of such payor's obligation to make such payment to the relevant Securityholders.
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Reliance on Actions. The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Seller Parties. Each Seller Party hereby ratifies and confirms all that the Seller Representative will do or cause to be done by virtue of such Seller Representative’s appointment as Seller Representative of the Seller Parties. The Seller Representative will act for the Seller Parties on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Seller Parties but the Seller Representative will not be responsible to any of the Seller Parties for any loss or damage that the any of the Seller Parties may suffer by reason of the performance by the Seller Representative of such Seller Representative’s duties under this Agreement and any other agreement appointing such Seller Representative, other than loss or damage arising from Fraud-Type Claims in the performance of such Seller Representative’s duties under this Agreement.
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Reliance on Actions. The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Seller Parties hereunder appointing the Seller Representative in all matters referred to in this Agreement. The Company and each Seller Party appointing the Seller Representative hereby ratifies and confirms all that the Seller Representative will do or cause to be done by virtue of such Seller Representative's appointment as Seller Representative of the Seller Parties. The Seller Representative will act for the Seller Parties appointing the Seller Representative on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Seller Parties but the Seller Representative will not be responsible to any of the Seller Parties for any loss or damage that the any of the Seller Parties may suffer by reason of the performance by the Seller Representative of such Seller Representative's duties under this Agreement and any other agreement appointing such Seller Representative, other than loss or damage arising from Fraud-Type Claims in the performance of such Seller Representative's duties under this Agreement.
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Reliance on Actions. The appointment of the Equityholder Representative will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Equityholder Representative as the acts of the Equityholders hereunder appointing the Equityholder Representative in all matters referred to in this Agreement. Each Equityholder appointing the Equityholder Representative, by virtue of the approval and adoption of this Agreement by the Required Stockholder Approval, shall have ratified and confirmed all that the Equityholder Representative will do or cause to be done by virtue of such Equityholder Representative’s appointment as Equityholder Representative of the Equityholders. The Equityholder Representative will act for the Equityholders appointing the Equityholder Representative on all of the matters set forth in this Agreement in the manner the Equityholder Representative believes to be in the best interest of the Equityholders.
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Related to Reliance on Actions

  • Reliance on Notices Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

  • Reliance on Others The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

  • Reliance on Amendments BISYS may rely on any amendments to or changes in any of the documents and other items to be provided by the Trust pursuant to Sections 18 and 20 of this Agreement and the Trust hereby indemnifies and holds harmless BISYS from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may result from actions or omissions on the part of BISYS in reasonable reliance upon such amendments and/or changes. Although BISYS is authorized to rely on the above-mentioned amendments to and changes in the documents and other items to be provided pursuant to Sections 18 and 20 hereof, BISYS shall be under no duty to comply with or take any action as a result of any of such amendments or changes unless the Trust first obtains BISYS' written consent to and approval of such amendments or changes.

  • Reliance on Representations Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Securities. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

  • Reliance on Information For purposes of its obligations under this Section, the Primary Servicer shall be entitled to rely on the following information to the extent that such information relates to mortgage loans that are not serviced under this Agreement: (i) the final prospectus supplement prepared by the Depositor with respect to the offering of the securities issued by the ABS Issuing Entity and (ii) any reports delivered from time to time by the Master Servicer, the master servicer for the ABS Issuing Entity (if such party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or the paying agent, certificate administrator or other similar party for the ABS Issuing Entity.