Communications Indemnity Sample Clauses

Communications Indemnity. It is hereby agreed in connection with communications that: (a) Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, cable or otherwise, regarding any or all of the notices, requests, instructions or other communications under this Agreement, subject to any restrictions imposed by the Lender relating to such communications including, without limitation (if so required by the Lender), the obligation to confirm such communications by letter. (b) The Borrower shall recognise any and all of the said notices, requests, instructions or other communications as legal, valid and binding, when these notices, requests, instructions or communications come from the fax number mentioned in Clause 16.1 or any other fax usually used by it or its managing company and are duly signed or in case of emails are duly sent by the person appearing to be sending such notice, request, instruction or other communication. (c) The Borrower hereby assumes full responsibility for the execution of the said notices, requests, instructions or communications and promises and recognises that the Lender shall not be held responsible for any loss, liability or expense that may result from such notices, requests, instructions or other communications. It is hereby undertaken by the Borrower to indemnify in full the Lender from and against all actions, proceedings, damages, costs, claims, demands, expenses and any and all direct and/or indirect losses which the Lender may suffer, incur or sustain by reason of the Lender following such notices, requests, instructions or communications. (d) With regard to notices, requests, instructions or communications issued by electronic and/or mechanical processes (e.g. by facsimile), the risk of equipment malfunction, including, without limitation, paper shortage, transmission errors, omissions and distortions is assumed fully and accepted by the Borrower, save in case of the Lender's gross misconduct. (e) The risks of misunderstandings and errors resulting from notices, requests, instructions or communications being given as mentioned above, are for the Borrower and the Lender will be indemnified in full pursuant to this Clause save in case of the Lender's gross misconduct. (f) The Lender shall have the right to ask the Borrower to furnish any information the Lender may require to establish the authority of any person purporting to act on behalf of the Borrower for these notices, ...
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Communications Indemnity. Express authority is hereby given by the Borrower to the Bank to accept (at the sole discretion of the Bank) all tested or untested communications given by facsimile, telex cable or e-mail, regarding any or all of the notices, requests, instructions or other communications under this Agreement. The Borrower hereby assumes promises and recognises that the Bank shall not be held responsible for any loss, liability or expense that may result from the Bank's compliance with such communications and the Borrower undertakes to indemnify the Bank from all actions, proceedings, damages, claims, expenses and any and all direct and/or indirect losses which the Bank may suffer, by reason of the Bank following such communications. With regard to the above communications issued by electronic and/or mechanical processes (e.g. by facsimile, telex or e-mail), the risk of equipment malfunction, including, without limitation, paper shortage, transmission errors, omissions and distortions of Borrower's mechanical equipment is assumed fully and accepted by the Borrower. The risks of misunderstandings and errors of communications being given as mentioned above, are for the Borrower and the Bank will be indemnified in full pursuant to this Clause. Notwithstanding the above, the Bank may at any time, (and such discretion of the Bank is expressly admitted by the Borrower hereby) refuse to execute the notices, requests, instructions or communications of the Borrower, or any part thereof given by telex or fax if not confirmed in a manner acceptable to the Bank, without incurring any responsibility for loss, liability or expense arising out of such refusal.
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Communications Indemnity. The Delivering Party shall indemnify the Receiving Party and its officers, directors, employees, representatives and agents against all actual losses, claims, actions, proceedings, damages, costs and expenses (including reasonable legal fees) incurred or sustained by the Receiving Party as a result of acting in accordance with Clause 10.10 (Reliance on communications).
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Communications Indemnity. The Borrower shall indemnify each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon which any of the Finance Parties may sustain or incur as a consequence of any telefax communication purporting to originate from a member of the Group to the Agent or the Security Agent being made or delivered fraudulently (unless such cost, claim, loss, expense or liability is caused by the gross negligence or wilful misconduct of such Finance Party). For avoidance of doubt, the Borrower shall only be liable under this indemnity in respect of telefax communications originating or purportedly originating from a member of the Group. Neither the Agent nor the Security Agent shall be liable for any damages arising from the use by unauthorised persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons.
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Communications Indemnity. It is hereby agreed in connection with communications that: (a) Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, electronic mail or otherwise, regarding any or all of the notices (as defined in Clause 16.5 (Meaning of “notice”) under this Agreement, subject to any restrictions imposed by the Lender relating to such notices including, without limitation (if so required by the Lender), the obligation to confirm such notices by letter. (b) The Borrower shall recognise any and all of the said notices as legal, valid and binding, when these notices come from the fax number or electronic mail address mentioned in Clause 16.1 (Notices) or any other fax or electronic mail address usually used by it or the Approved Manager and are duly signed or in case of emails are duly sent by the person appearing to be sending such notice.
Sample 1
Communications Indemnity. 17.3.1 The Company shall promptly indemnify the Investment Agent and each Finance Party against any cost, loss or liability incurred by it (acting in good faith) as a result of acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 17.3.2 The Company hereby agrees that all telephone conversations made by or to the Parties concerning any transaction relating to the Transaction Documents may be recorded by the Investment Agent, and the Company: (a) consents to the recording of such telephone conversations of trading, marketing and/or other personnel of the Company and its officers, employees, agents and Affiliates in connection with this Agreement or any other Transaction Document or the transactions contemplated by such documents; (b) agrees to obtain any necessary consent of and give notice of such recording to such personnel (as aforesaid); and (c) agrees that recordings may be submitted in evidence in any proceedings relating to this Agreement or any other Transaction Document or the transactions contemplated by such documents. 17.3.3 The Company acknowledges that it is fully aware of the risk associated with communications via telephone or facsimile transmission. In relation to any communication received by the Investment Agent via telephone or facsimile transmission and in or purported to be in the Company’s name or the name of one or more authorised representatives of the Company, the Company irrevocably: (a) authorises the Investment Agent or any Finance Party to accept, and rely and act upon such communication without further enquiry as to the authority or identity of the person sending such communications; (b) agrees on demand to indemnify the Investment Agent and each Finance Party against all Losses incurred or sustained by the Investment Agent or any Finance Party as a result of the Investment Agent or any Finance Party accepting, relying and acting upon such communication; and
Sample 1
Communications Indemnity. It is hereby agreed in connection with communications that: (a) Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, or electronic mail or otherwise, regarding any or all of the notices (as defined in Clause 16.8 (Meaning of “notice”), requests, instructions or other communications under this Agreement, subject to any restrictions imposed by the Lender relating to such communications including, without limitation (if so required by the Lender), the obligation to confirm such communications by letter.
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Communications Indemnity. Subject to the limitations set forth herein below, AltiGen Communications shall defend Distributor with respect to any claim, suit or proceeding brought against Distributor to the extent it is based upon a claim that any Product sold pursuant to this Agreement infringes upon any U.S. patent, U.S. trademark, U.S. copyright or U.S. trade secret of any third party; provided, however, that Distributor (i) promptly notifies AltiGen Communications in writing of such claim, suit or proceeding; (ii) gives AltiGen Communications the right to control and direct investigation, preparation, defense and settlement of any claim, suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same, and, further provided, that AltiGen's liability with respect to portions of Products provided by or licensed from third parties will be limited to the extent AltiGen Communications is indemnified by such third parties. AltiGen Communications shall pay any resulting damages, costs and expenses finally awarded to a third party, but AltiGen Communications shall not be liable for such amounts, or for settlements incurred by Distributor, without AltiGen's prior written authorization. If a Product is, or in AltiGen's opinion might be, held to infringe as set forth above, AltiGen Communications may, at its option, replace or modify such Product so as to avoid infringement, or procure the right for Distributor to continue the use and resale of such Product. If neither of such alternatives is, in AltiGen's opinion, reasonably possible, the infringing Product shall be returned to AltiGen Communications, and AltiGen's sole liability, in addition to its obligation to reimburse any awarded damages, costs and expenses set forth above, shall be to refund the purchase price paid for such Products by Distributor.
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Communications Indemnity. The Guarantor so far as this Guarantee is concerned gives the Lender the authorities, admissions, indemnities, undertakings and the Guarantor hereby undertakes the responsibilities provided for in Clause 10.10 (Communications Indemnity) and Clause 10.11 (Electronic communication) of the Loan Agreement as if they are repeated herein in extenso.
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Related to Communications Indemnity

  • Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

  • Noteholder Communications Noteholders may communicate with other Noteholders about their rights under this Indenture or under the Notes. Within ten (10) days following receipt by the Indenture Trustee of a request by three (3) or more Noteholders to receive a copy of the current list of Noteholders, the Indenture Trustee will (i) provide a current list of Noteholders to the Noteholders making the request and (ii) notify the Administrator of the request by giving to the Administrator a copy of the request and a copy of the list of Noteholders produced in response to the request.

  • Investor Communications If the Administrator receives, during any Collection Period, a request from a Noteholder or Verified Note Owner to communicate with other Noteholders and Note Owners regarding the exercise of rights under the terms of the Basic Documents, the Administrator will include in the Form 10-D for the such Collection Period the following information, to the extent provided by the Noteholder or Verified Note Owner in its request: (i) the name of the Noteholder or Verified Note Owner making the request, (ii) the date the request was received; (iii) a statement that the Administrator has received the request from that Noteholder or Verified Note Owner that it is interested in communicating with other Noteholders and Note Owners with regard to the possible exercise of rights under the Basic Documents; and (iv) a description of the method other Noteholders and Note Owners may use to contact the requesting Noteholder or Verified Note Owner. The Administrator is not required to include any additional information regarding the Noteholder or Verified Note Owner and its request in the Form 10-D, and is required to disclose a Noteholder’s or a Verified Note Owner’s request only where the communication relates to the exercise by a Noteholder or Verified Note Owner of its rights under the Basic Documents. The Administrator will be responsible for the expenses of administering the investor communications provisions set forth in this Section 23(b), which will be compensated by means of the fee payable to it by the Servicer, as described in Section 3.

  • Communication to us (a) Unless otherwise provided in this agreement, all communication, requests and instructions from you may be personally delivered to us in writing; or sent by registered post, electronic mail or SMS to us in accordance with our prescribed verification procedure prevailing at the time. (b) We may in good faith and without any liability to you, regard any communication given by you which are referable to you in accordance with our prescribed verification procedure prevailing at that time as authentic and duly authorized and shall be under no obligation to investigate the authenticity or authority of persons sending or purporting to send the communication or to verify the accuracy and completeness thereof. We may, at our discretion, provide for additional security measures or verification procedures, including but not limited to, specific electronic mail and/or SMS confirmatory authorization. The communication given by you to us shall be deemed to be irrevocable and binding on you notwithstanding that they may be given in error, lack clarity or reasonably capable of being misunderstood inaccurate or incomplete. You shall inform us immediately upon your awareness of and/or knowledge of any communication which is unauthorized, given in error, forged, fraudulent, unclear or reasonably capable of being misunderstood, garbled, inaccurate or incomplete and rectify the same promptly. (c) Unless otherwise provided in this agreement, all communication from you will take effect only after one (1) business day or such other period as determined in our reasonable discretion after the actual receipt by our relevant officers in charge of the subject matter of such communication. (d) We will not be liable for any loss or damage suffered or incurred by you howsoever or whatsoever arising from or in connection with: (i) any use of electronic mail or SMS services; or (ii) any failure to follow prevailing instructions, procedures, form and directions prescribed by us for the provision of any communication to us; or (iii) any failure to use electronic mail services and/or SMS procedures or forms which are prescribed by us; or (iv) any failure, suspension, interruption, cessation, delay, disruption, errors, defects or fault in third party equipment, software, hardware, Internet, Internet browsers, online networks, Internet service providers, telecommunication service providers or other service providers, telecommunication, computer or other electronic equipment or system; or (v) any failure, suspension, interruption, cessation, delay, disruption, errors, defects or fault in the transmission of communication to us or authorizations or acknowledgements from us or any wrongful interception of any communication through any online networks, Internet service providers, telecommunication service providers or other service providers, telecommunication, computer or other electronic equipment or system whether or not owned, operated or maintained by you, us or any other person beyond our reasonable control; or (vi) any delay or refusal by us, in our reasonable discretion, to execute any communication that may be validly be given by you or authenticated by you including for reasons due to applicable law; or (vii) any capacity inadequacies, network vulnerabilities, control weaknesses, security shortcomings, malicious attacks and hacking incidents (except in the case of our fraud, gross negligence or wilful default); or (viii) any corruption or loss of any data or communication stored in any equipment or in the course of transmission thereof through online networks, Internet service providers, telecommunication service providers or other service providers, telecommunication, computer or other electronic equipment or system including any errors generated in the transmission of any communication beyond our reasonable control; or (ix) our failure to acknowledge any communication sent by you to us; or (x) your provision of wrong or inaccurate information including your mailing address, electronic mail address or mobile phone number to us or your failure to update us of any change or proposed change in your electronic mail address or mobile phone number; or (xi) your failure to regularly check for correspondence from us in accordance with clause 14.1.

  • Contractor Communication or Disclosure The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.

  • Shareholder Communications All expenses of preparing, setting in type, printing, and distributing reports and other communications to shareholders;

  • Information and communication The Parties shall support the development of modern methods of information handling, including the media, and stimulate the effective mutual exchange of information. Priority shall be given to programmes aimed at providing the general public with basic information about the Community and the Republic of Azerbaijan, including, where possible, access to databases, in full respect of intellectual property rights.

  • Notices; Communications (a) Except as provided in Section 9.01(b), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or other electronic means as follows: (i) if to any Loan Party, the Administrative Agent, the Issuing Banks as of the Closing Date or the Swingline Lender to the address, telecopier number, or electronic mail address on Schedule 9.01; and (ii) if to any other Lender or any other Issuing Bank, to the address, telecopier number or electronic mail address specified in its Administrative Questionnaire. (b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. (c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b). (d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. (e) Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

  • Addresses for communications All Nominations, notices, consents, communications, and invoices to be made or given under this Agreement (“Communications”) shall be in writing and delivered: (a) in the case of the Service Provider, to the address specified in Schedule 1; (b) in the case of the Customer (other than invoices) to the address specified in Schedule 1; (c) in the case of the Customer (for invoices only) to: xxxxxxxx+xxxxxxx@xxxxxxxxxxxx.xxxxxxxxx.xxx Email addresses (to be sent to all): Xxx.XxxXxxxxxxxXxxxxxxx@xxxxxxxxxxxx.xxx or to such other address, email address or facsimile number notified by a Party to the other from time to time in accordance with this Clause 18.

  • Communications and Notices Any notice to the Contractor shall be deemed sufficient when deposited in the United States Mail postage prepaid; faxed; e-mailed; delivered to a telegraph office fee prepaid; or hand-carried and presented to an authorized employee of the Contractor at the Contractor’s address as listed on the signature page of the contract or at such address as the contractor may have requested in writing.

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