Client Warranties. Client represents and warrants that: (A) no contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Y) hereof shall not preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 7 contracts
Samples: Agreement (Central Pacific Financial Corp), Agreement (Central Pacific Financial Corp), Agreement (Premier Financial Bancorp Inc)
Client Warranties. Client represents and warrants that: (A) no ----------------- contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Y) hereof shall not -------- preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 2 contracts
Samples: Agreement (Pacific Mercantile Bancorp), Agreement (Pacific Mercantile Bancorp)
Client Warranties. Client represents and warrants that: (Ai) no contractual obligations exist that would prevent Client from entering into this Agreement; (Bii) it has complied with all applicable regulatory requirements; and (Ciii) Client it has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (Xiv) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Yv) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Yv) hereof shall not preclude Client's ’s recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 2 contracts
Samples: Agreement (United Bankshares Inc/Wv), Agreement (Franklin Bank Corp)
Client Warranties. Client represents and warrants that: (Ai) no contractual obligations exist that would prevent Client from entering into this Agreement; (Bii) it has complied with all applicable regulatory requirements; and (Ciii) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (Xiv) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Yv) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Yv) hereof shall not preclude Client's ’s recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Samples: Agreement (Franklin Bank Corp)
Client Warranties. Client represents and warrants that: (A) no contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Y) hereof shall not preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.clause
Appears in 1 contract
Client Warranties. Client represents and warrants that: that (A) no contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Agreement Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-non- performance of Fiserv Services by FiservFiserv , provided that the indemnity listed in clause (Y) hereof shall not preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Client Warranties. Client represents and warrants that: (A) no contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, ; provided that the indemnity listed in clause (Y) hereof shall not preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Client Warranties. Client represents and warrants that: (Ai) no contractual obligations exist that would prevent Client from entering into this Agreement; (Bii) it has complied with all applicable regulatory requirements; and (Ciii) Client it has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (Xi) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Yii) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Yii) hereof shall not preclude Client's ’s recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Samples: Agreement (Fulton Financial Corp)
Client Warranties. Client represents and warrants that: (A) no contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Y) hereof shall not preclude Client's Clients recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Client Warranties. Client represents and warrants that: (A) no ----------------- contractual obligations exist that would prevent Client from entering into this Agreement; (B) it has complied with all applicable regulatory requirements; and (C) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (X) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (Y) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (Y) hereof shall not -------- preclude Client's recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.
Appears in 1 contract
Samples: Agreement (HCNB Bancorp Inc)