Common use of Material Reliance Clause in Contracts

Material Reliance. The Shareholders acknowledge that the Purchasing Parties and Maxco are relying on this Agreement in incurring expenses in preparing a proxy statement, in proceeding with the filing of applications for regulatory approvals, and in undertaking other actions necessary for the consummation of the transactions described in the Purchase Agreement and that the proxy granted hereby is coupled with an interest and is irrevocable to the full extent permitted by applicable law, and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. The Shareholders and Maxco acknowledge that the performance of this Agreement is intended to benefit the Purchasing Parties.