Common use of Reliance on Information Provided Clause in Contracts

Reliance on Information Provided. The Company agrees to provide KBW with such information as KBW may reasonably require to carry out its services under this agreement. The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. Limitations: KBW, as Conversion Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties. The Company also agrees neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall be liable to any person or entity, including the Company, by reason of any error of judgment, or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of KBW’s bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution. West End Bank, MHC West End Bancshares, Inc. West End Bank, S.B. March 28, 2011 Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of action.

Appears in 2 contracts

Samples: Engagement Letter (West End Indiana Bancshares, Inc.), Engagement Letter (West End Indiana Bancshares, Inc.)

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Reliance on Information Provided. The Company agrees to provide KBW with such information as KBW may reasonably require to carry out in performance of its services under this agreement. The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. Limitations: KBW, as Conversion Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (ce) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties. The Company also agrees neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall be liable to any person or entity, including the Company, by reason of any error of judgment, or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of KBW’s bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution. West End Bank, MHC West End Bancshares, Inc. West End Bank, S.B. March 28, 2011 Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of action.

Appears in 1 contract

Samples: Engagement Agreement (Westbury Bancorp, Inc.)

Reliance on Information Provided. The Company agrees to provide KBW with such information as KBW may reasonably require to carry out its services the Services under this agreementAgreement (all such information so provided, the “Information”). The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of such information Information in performing the services Services contemplated by this agreement Agreement without having independently verified or analyzed the accuracy or completeness of the same, and (b) does not assume responsibility or liability for the accuracy or completeness of the information Information (including, without limitation, accountholder records provided or processed) or to conduct any independent verification or any appraisal or physical inspection of properties or assets. Limitations: Federal Savings Bank November 12, 2018 KBW, as Conversion Agent hereunderAgent, may further rely upon the instructions and representations (awhether oral or in writing) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) Company’s duly authorized representatives, without inquiry or investigation. KBW shall not be obliged to take responsible for any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting taken in reliance upon any signature, endorsement, assignment, certificate, instrumentorder, opinionrequest, notice, letter, telex, telegramnotice or instruction (whether written or oral), or other instrument or document or security delivered to it and in good faith reasonably believed by it to be valid, genuine and to have been signed by the proper party sufficient in carrying out its duties hereunder. KBW shall not be liable or parties. The Company also agrees neither KBWresponsible, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, and shall be liable fully authorized and protected for, acting or failing to act in accordance with any person oral instructions or entity, including the Company, by reason of any error of judgment, or for any act done by it requests. KBW may consult with legal counsel chosen in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of faith as to KBW’s bad obligations or performance under this Agreement, and KBW shall not incur any liability in acting in good faith in accordance with any advice from such counsel with respect to KBW’s obligations or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution. West End Bank, MHC West End Bancshares, Inc. West End Bank, S.B. March 28, 2011 Anything in performance under this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of actionAgreement.

Appears in 1 contract

Samples: Services Agreement (First Seacoast Bancorp)

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Reliance on Information Provided. The Company agrees to provide KBW with such information as KBW may reasonably require to carry out its services the Services under this agreementAgreement (all such information so provided, the “Information). The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of such information Information in performing the services Services contemplated by this agreement Agreement without having independently verified or analyzed the accuracy or completeness of the same, and (b) does not assume responsibility or liability for the accuracy or completeness of the information Information (including, without limitation, accountholder records provided or processed) or to conduct any independent verification or any appraisal or physical inspection of properties or assets. Limitations: KBW, as Conversion Agent hereunderAgent, may further rely upon the instructions and representations (awhether oral or in writing) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) Company’s duly authorized representatives, without inquiry or investigation. KBW shall not be obliged to take responsible for any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting taken in reliance upon any signature, endorsement, assignment, certificate, instrumentorder, opinionrequest, notice, letter, telex, telegramnotice or instruction (whether written or oral), or other instrument or document or security delivered to it and in good faith reasonably believed by it to be valid, genuine and to have been signed by the proper party sufficient in carrying out its duties hereunder. KBW shall not be liable or parties. The Company also agrees neither KBWresponsible, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, and shall be liable fully authorized and protected for, acting or failing to act in accordance with any person oral instructions or entity, including the Company, by reason of any error of judgment, or for any act done by it requests. KBW may consult with legal counsel chosen in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of faith as to KBW’s bad obligations or performance under this Agreement, and KBW shall not incur any liability in acting in good faith in accordance with any advice from such counsel with respect to KBW’s obligations or gross negligenceperformance under this Agreement. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution. West End BankMagyar Bancorp, MHC West End BancsharesMagyar Bancorp, Inc. West End BankMagyar Bank February 3, S.B. March 28, 2011 Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of action.2021

Appears in 1 contract

Samples: Services Agreement (Magyar Bancorp, Inc.)

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