Reliance on Representative Sample Clauses

Reliance on Representative. Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. as Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation of the Representative shall become effective unless at least 15 days prior written notice of the replacement or resignation of such Representative shall be provided to Parent and the Escrow Agent. If the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders holding a majority interest in the Escrow Shares. In addition, the Indemnifying Stockholders may replace the Representative at any time upon approval of the Indemnifying Stockholders holding a majority interest in the Escrow Amount on the Closing Date.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Reliance on Representative. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of the Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder and as having the duties, power and authority provided for in this Agreement. None of Parent or its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be liable to any Effective Time Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. No resignation of the Representative shall become effective unless at least thirty (30) days’ prior written notice of the replacement or resignation of such Representative shall be provided to Parent. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by the Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount and delivered to Parent.
Sample 1See All (4)
Reliance on Representative. Each Member which is a party to a Dispute Notice may retain their respective Representatives to support and advocate on its behalf.
Sample 1Sample 2
Reliance on Representative. A decision by the Shareholder Representative shall constitute a decision of all of the Shareholders, and shall be final, binding and conclusive upon each of them. Parent, Merger Sub, the Company, any other Indemnitee and the Escrow Agent may rely upon any act, decision, consent or instruction of the Shareholder Representative as being the act, decision, consent or instruction of each and all of the Shareholders; and Parent, Merger Sub, the Company, any other Indemnitee and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any act, decision, consent or instruction of the Shareholder Representative.
Sample 1
Reliance on Representative. Buyer may rely on the appointment and authority of the Representative granted pursuant to this Article X. In so doing, Buyer may rely on any and all actions taken by and decisions of the Representative under this Agreement notwithstanding any dispute or disagreement among any of the Sellers or Owners with respect to any such action or decision, without any Liability to, or obligation to inquire of, any of the Sellers or Owners or any other Person. Any decision, act, consent or instruction of the Representative shall constitute a decision of all Sellers and Owners and shall be final and binding upon each Seller and Owner. At 67350961.11 any time, with or without cause, by a written instrument that is signed in writing by Sellers and Owners and delivered to Buyer, Sellers and Owners may temporarily substitute and designate an alternative Representative. At any time, with or without cause, by a written instrument that is signed in writing by Sellers and Owners and delivered to Buyer, Sellers and Owners may remove and designate a successor Representative. If the Representative shall at any time be removed, resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor is appointed by Sellers and Owners, then all references in this Agreement to the “Representative” shall be treated as references to all Sellers and Owners acting jointly in concert.
Sample 1
Reliance on Representative. Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Xxxxx Xxxxxx as Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder and as having the duties, power and authority provided for in this Agreement. None of Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. If the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders holding a majority interest in the Escrow Funds held in escrow at such time and, promptly thereafter, the Representative shall notify Parent of the identity of such successor. The letter of transmittal contemplated to be delivered by Section 2.8 shall contain, among other things, a provision pursuant to which each Company Stockholder that executes such letter of transmittal shall confirm the appointment of the Representative.
Sample 1
Reliance on Representative. The Agent may rely on the Representative as -------------------------- the exclusive agent of the Shareholders under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in reliance thereon.
Sample 1
AutoNDA by SimpleDocs
Reliance on Representative. The Borrower and each Guarantor shall be fully protected in relying upon consents, modifications and amendments executed by the Representative purportedly on the Purchasers' behalf, and in dealing with the Representative as herein provided.
Sample 1

Related to Reliance on Representative

  • 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.

  • No Reliance On Representations Each party hereby represents and warrants that it is not relying, and has not relied upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to this Contract, may hereunder turn out to be other than, or different from the facts now known to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts turning out to be different and agree that this Contract shall be effective in all respects and shall not be subject to rescission by reason of any such difference in facts.

  • 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 Advisors The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

  • Reliance on Reports Except as expressly provided herein, nothing herein shall be construed to impose an obligation on the part of the Global Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Issuer or to otherwise monitor the activities of the Issuer.

  • Lack of Reliance on Agent Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan Party. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Other Documents or the financial condition or prospects of any Loan Party, or the existence of any Event of Default or any Default.

  • Reliance on Counsel The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel provided that such counsel shall have been selected with due care.

  • Non-Reliance on Assignor The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower in respect of the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.

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

  • Reliance by the State on Representations All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!