Common use of Acting on Instructions; Method of Instruction and Unclear Instructions Clause in Contracts

Acting on Instructions; Method of Instruction and Unclear Instructions. (a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against Bank Indemnitees as a result of any action or omission taken in accordance with any Instruction, provided that Bank shall not be indemnified against or held harmless from any liability arising out of Bank’s negligence, fraud or wilful misconduct in carrying out such Instruction. (b) To the extent possible, Instructions to Bank shall be sent via electronic instruction or trade information system acceptable to Bank or via facsimile transmission. Where reasonably practicable, Customer will use automated and electronic methods of sending Instructions. (c) Bank shall promptly notify an Authorized Person if Bank determines that an Instruction does not contain all information reasonably necessary for Bank to carry out the Instruction. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation, provided that such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

Acting on Instructions; Method of Instruction and Unclear Instructions. (a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against Bank Indemnitees as a result of any action or omission taken in by the Bank in good faith in accordance with any Instruction, provided that and to the extent that the Bank shall Indemnitees have not be indemnified against or held harmless from any liability arising out of Bank’s acted with negligence, or engaged in fraud or wilful willful misconduct in carrying out with respect to such Instruction. (b) To the extent possible, Instructions to Bank shall be sent via electronic instruction or trade information system acceptable to Bank or via facsimile transmission. Where reasonably practicable, Customer will where reasonably practicable use automated and electronic methods of sending Instructions. (c) Bank shall promptly notify an Authorized Person if Bank determines that an Instruction does not contain all information reasonably necessary for Bank to carry out the Instruction. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation, confirmation provided that such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction, provided that and to the extent that the Bank Indemnitees have not otherwise acted with negligence, or engaged in fraud or willful misconduct with respect to such Instruction.