Reliance on Estimated Closing Statement and Distribution Schedule Sample Clauses

Reliance on Estimated Closing Statement and Distribution Schedule. Each of Purchaser and Purchaser’s Affiliates and Representatives shall be entitled to rely fully upon the Estimated Closing Statement and Distribution Schedule for all purposes, including in taking any actions or making any payments to (whether in the form of cash or otherwise) or exercising any rights of indemnification or recovery from any Seller pursuant to this Agreement, and any obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement and the Distribution Schedule (notwithstanding any withholding, failure, breach or other action taken or omission by any Seller or other Person). Except as expressly contemplated by this Agreement, none of Purchaser or Purchaser’s Affiliates or Representatives shall have any Liability to any Person, including any Seller, for any Loss arising from or relating to any errors or omissions, whether direct or indirect, (i) made by any Seller to make payments or transfer funds to any Seller or other Person, (ii) in calculating the portion of any amounts payable to any Seller or other Person or any other information set forth in the Estimated Closing Statement, Distribution Schedule or any release instruction or payment schedule provided to Purchaser or (iii) in calculating any Seller’s Pro Rata Share.
Sample 1
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Related to Reliance on Estimated Closing Statement and Distribution Schedule

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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