Certification Indemnity and Enforcement Notice Sample Clauses

Certification Indemnity and Enforcement Notice. 7.1 Master Issuer Account Banks to Comply with Master Issuer Cash Manager's Instructions
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Certification Indemnity and Enforcement Notice. 4.1 The Collection Accounts Provider shall be entitled to comply with or rely upon any certificate, consent, notice, direction or other communication which is or appears to be given by the Trustee, the Issuer, the Mortgage Administrator or the Cash/Bond Administrator pursuant to and in accordance with this Agreement. If the terms of any such certificate, consent, notice, direction or communication conflict with the terms of this Agreement or the Mandates, the terms of the Mandates shall prevail. 4.2 The Issuer shall, subject to Clause 9 (Costs), indemnify and keep the Collection Accounts Provider indemnified on demand against any loss, cost, damage, charge or expense, action, proceeding, claim or demand, suffered or incurred by or made or brought against the Collection Accounts Provider in complying with or relying upon any certificate, consent, notice, direction or communication of the Issuer, the Trustee, the Mortgage Administrator or the Cash/Bond Administrator save that this indemnity shall not extend to any loss, cost, damage, charge, expense, action, proceeding, claim or demand arising from any breach by the Collection Accounts Provider of the Mandates or from the wilful default, fraud or gross negligence of the Collection Accounts Provider. 4.3 In no event shall the Collection Accounts Provider be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special or consequential damages, whether or not the Collection Accounts Provider has been advised of the possibility of such loss or damages. 4.4 For the avoidance of doubt, the Collection Accounts Provider shall not be liable for any failure to carry out its obligations under this Agreement by electricity power-cuts, computer software, hardware or system failure, strikes, lock-outs, sit-ins, industrial disturbances, earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond the Collection Accounts Provider's control, which are affected by the event in question and for so long as such circumstances continue, the Collection Accounts Provider shall be relieved of its obligations under this Agreement which are affected by the event in question without liability, provided that this Clause 4.4 shall not apply if any such event arose as a result of the fraud, wilful default or gross negligence of the Collection Accounts Provider. 4.5 Notwit...
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Certification Indemnity and Enforcement Notice. 11.1 Account Bank to Comply with Administrators' Instructions‌ Unless otherwise directed in writing by the Trustee pursuant to Clause 11.3, in making any transfer or payment from any Account in accordance with this Agreement, the Account Bank shall be entitled to act as directed by PML as Administrator pursuant to Clause 6 (Operating/Release Procedure) and to rely as to the amount of any such transfer or payment on PML's instructions and the Account Bank shall have no liability to the Administrators, the Issuer or the Trustee or any other person for having acted on such instructions except in the case of its wilful default, fraud or negligence.
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Certification Indemnity and Enforcement Notice. 11.1 Account Bank to Comply with Administrator's Instructions
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Certification Indemnity and Enforcement Notice. 6.1 Account Bank to Comply with Cash Manager's Instructions
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Certification Indemnity and Enforcement Notice. 3.1 The Account Bank shall be entitled to comply with or rely upon any certificate, consent, notice, direction or other communication which is or appears to be given by the Trustee, the Issuer, or the Cash Manager pursuant to and in accordance with this Bank Agreement. 3.2 The Issuer shall, subject to the applicable Priority of Payments, indemnify the Account Bank against any loss, cost, damage, charge or expense incurred by the Account Bank in complying with any direction of the Issuer, the Trustee or the Cash Manager delivered pursuant to and in accordance with this Bank Agreement, save that this indemnity shall not extend to any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under this Bank Agreement or the Mandates or from the wilful default or gross negligence of the Account Bank. 3.3 The Origination Agent shall indemnify the Account Bank against any loss, cost, damage, charge or expense incurred by the Account Bank as a result of the Direct Debiting Scheme which is attributable to a Collection Amounts or in complying with its directions or any direction of the Cash Manager delivered pursuant to and in accordance with this Bank Agreement, save that this indemnity shall not extend to any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under this Bank Agreement or the Mandates or from the wilful default or gross negligence of the Account Bank. 3.4 Notwithstanding anything to the contrary in the Mandates, the Account Bank: 3.4.1 hereby acknowledges that, pursuant to the Deed of Charge, the Issuer has assigned by way of security its interest in the Bank Accounts to the Trustee; and 3.4.2 undertakes upon receipt by it of an Enforcement Notice from the Trustee: (i) to comply with the directions of the Trustee expressed to be given by the Trustee pursuant to the Deed of Charge in respect of the operation of the Bank Accounts and the Account Bank shall be entitled to rely on any such direction purporting to have been given on behalf of the Trustee without enquiry; and (ii) that all right, authority and power of the Issuer in respect of the operation of the Bank Accounts shall be deemed terminated and of no further effect and the Account Bank agrees that it shall, upon receipt of an Enforcement Notice from the Trustee comply with the directions of the Trustee or any other receiver appointed under the Deed of Charge in relation to the operation of the Bank...
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Certification Indemnity and Enforcement Notice. 6.1 ACCOUNT BANK TO COMPLY WITH CASH MANAGER'S INSTRUCTIONS: Unless otherwise directed pursuant to Clause 6.3 (Consequences of an Intercompany Loan Enforcement Notice), in making any transfer or payment from the Funding (Current Issuer) GIC Account in accordance with this Agreement, the Account Bank shall be entitled to act as directed by the Cash Manager pursuant to Clauses 2.1 (Instructions from the Cash Manager), 2.2 (Timing of Payment) and 3 (Payments) and to rely as to the amount of any such transfer or payment on the Cash Manager's instructions in accordance with the Mandate, and the Account Bank shall have no liability to the Cash Manager, Funding, or the Security Trustee except in the case of its wilful default or negligence.
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Certification Indemnity and Enforcement Notice 
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Related to Certification Indemnity and Enforcement Notice

  • WAIVER NOT A LIMITATION TO ENFORCE 24.1 The Promoter may, at its sole option and discretion, without prejudice to its rights as set out in this Agreement, waive the breach by the Allottee in not making payments as per the Payment Plan [Annexure C] including waiving the payment of interest for delayed payment. It is made clear and so agreed by the Allottee that exercise of discretion by the Promoter in the case of one Allottee shall not be construed to be a precedent and /or binding on the Promoter to exercise such discretion in the case of other Allottees. 24.2 Failure on the part of the Parties to enforce at any time or for any period of time the provisions hereof shall not be construed to be a waiver of any provisions or of the right thereafter to enforce each and every provision.

  • Authorization and Enforcement of Obligations Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • Right to Realize on Collateral and Enforce Guaranty Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

  • Audits, Inspection and Enforcement Within ten (10) days of a request by CE, BA and its agents and subcontractors shall allow CE or its agents or subcontractors to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether BA has complied with this Addendum or maintains adequate security safeguards; provided, however, that (i) BA and CE shall mutually agree in advance upon the scope, timing, and location of such an inspection, (ii) CE shall protect the confidentiality of all confidential and proprietary information of BA to which CE has access during the course of such inspection; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by BA. The fact that CE inspects, or fails to inspect, or has the right to inspect, BA’s facilities, systems, books, records, agreements, policies, and procedures does not relieve BA of its responsibility to comply with this Addendum, nor does CE’s (i) failure to detect or (ii) detection, but failure to notify BA or require BA’s remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE’s enforcement rights under the Contract or Addendum. BA shall notify CE within five (5) days of learning that BA has become the subject of an audit, compliance review, or complaint investigation by the Office of Civil Rights or other state or federal government entity.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Right to Realize on Collateral and Enforce Guarantee Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

  • Governing law and enforcement (a) The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation. (b) Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Interpretation and Enforcement; Governing Law This Agreement and its interpretation and enforcement shall be governed by the laws of the State of New York applicable to contracts to be performed entirely within this state and without regard to its principles of conflicts of law. If any provision of this Agreement is deemed by an authority of competent jurisdiction to be unenforceable or contrary to applicable law, such provision shall be enforced to the maximum extent permitted by law to effect the Parties’ intentions hereunder, and the remainder of this Agreement shall continue in full force and effect. Neither the failure to insist upon strict compliance with Agreement nor any course of conduct, including without limitation failure on any Party’s part to exercise or delay in exercising any rights, shall constitute a waiver by such Party of any of its rights hereunder. No single or partial exercise by any Party of any right shall preclude any other or future exercise by any Party of any such right or the exercises by such Party of any other single or partial right. Any waiver by any party must be in writing and signed by such Party and shall be effective only for the purpose and in the specific instance for which it is given.

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