Fascimile Authority/Indemnity Sample Clauses

Fascimile Authority/Indemnity. If you have not indicated that you do not wish the facsimile authority to apply, you request and authorise the Administration Agent to accept and act upon your facsimile instructions (the Instructions) in respect of any instruction which the Administration Agent would normally accept if the instruction were presented in an original written format in accordance with the mandate over your (commitment) shareholding. The Administration Agent will not accept any responsibility for any loss, consequential or otherwise, incurred by you as a result of the Administration Agent acting or declining to act, wholly or in part, on Instructions which the Administration Agent believes to have been given in conformity herewith, whether or not such Instructions have been so given. The fact that any Instruction may later be shown to be in any way false, inaccurate, unauthorised or otherwise not authentic, should not be an impediment to the rights of the Administration Agent herewith. You jointly or severally, if you are joint Shareholders, will indemnify the Administration Agent against any loss or liability or expense incurred by the Administration Agent as a result of the Administration Agent entering into and performing under this authority or acting or declining to act on any Instruction. Any Instruction given must be in accordance with the mandate over your shareholding and the Administration Agent may request written confirmation of any Instruction. Sending information by facsimile is not a secure means of sending instructions. The risks involved in giving Instructions by facsimile include the risk that Instructions may be fraudulently or mistakenly given, written, altered or sent and may not be received in whole or in part by the Administration Agent. In agreeing to act on such Instructions, the Administration Agent does so only for your convenience and at your risk. You agree that this authorisation shall remain in force until you notify the Administration Agent, in original written format, of its termination. Any such notice shall be without prejudice to the completion of Instructions already initiated pursuant to this authority. You should also note that this authority does not apply to stock transfers, which must always be presented in an original written format.
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Related to Fascimile Authority/Indemnity

  • Indemnity The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Authority Each party represents that it is authorized to bind to the terms of this DPA, including confidentiality and destruction of Student Data and any portion thereof contained therein, all related or associated institutions, individuals, employees or contractors who may have access to the Student Data and/or any portion thereof.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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