Common use of Funds Transfer Services Clause in Contracts

Funds Transfer Services. (a)The Borrower acknowledges that the Lender has made available to the Borrower Wire Transfer Procedures, a copy of which is attached to this Agreement as Exhibit "C" and which include a description of the Security Procedures. The Borrower and the Lender agree that the Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates directly with the Lender or such Affiliate bank as applicable in accordance with said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereof, the Lender or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender or such Affiliate bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank as applicable offers and strongly recommends, and the Borrower will be bound by any funds transfer, whether or not authorized,which is issued in the Borrower's name and accepted by the Lender or such Affiliate bank, as applicable, in Good Faith. The Lender or such Affiliate bank,as applicable, may modify Wire Transfer Procedures including, without limitation,the Security Procedures at such time or times and in such manner as the Lender or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender is responsible for detecting any error in payment order sent by the Borrower to the Lender.

Appears in 1 contract

Samples: Financing and Security Agreement (Chatwins Group Inc)

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Funds Transfer Services. (a)The a) The Borrower acknowledges that the Lender has and its affiliates have made available to the Borrower it Wire Transfer Procedures, Procedures a copy of which is attached to this Agreement hereto as Exhibit "C" and D which include a description of security procedures regarding funds transfers executed by the Lender or an affiliate bank at the request of the Borrower (the "Security Procedures"). The Borrower and the Lender agree that the Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates directly with the Lender or such Affiliate affiliate bank as applicable in accordance with said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender or such Affiliate affiliate bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank affiliate bank, as applicable applicable, offers and strongly recommends, and the Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the Borrower's name and accepted by the Lender or such Affiliate affiliate bank, as applicable, in Good Faithgood faith. The Lender or such Affiliate affiliate bank,, as applicable, may modify the Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's or such Affiliate affiliate bank's, 's as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, the Borrower agrees that the Wire Transfer Procedures including, without limitation, the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender affiliate bank is responsible for detecting any error in any payment order sent by the Borrower to the Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Acr Group Inc)

Funds Transfer Services. (a)The a) Each Borrower acknowledges that the Lender has made available to the Borrower Borrowers Wire Transfer Procedures, Procedures a copy of which is attached to this Agreement as Exhibit "C" EXHIBIT B and which include a description of security procedures regarding funds transfers executed by the Lender or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrower Borrowers and the Lender agree that the Security Procedures are commercially reasonable. The Each Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates Borrowers communicate directly with the Lender or such Affiliate bank as applicable in accordance with said procedures. If the a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender or such Affiliate bank, as applicable, does so, the Borrower Borrowers will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank as applicable offers and strongly recommends, and the Borrower Borrowers will be bound by any funds transfer, whether or not authorized,, which is issued in the any Borrower's name and accepted by the Lender or such Affiliate bank, as applicable, in Good Faithgood faith. The Lender or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, the each Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender is responsible for detecting any error in payment order sent by the any Borrower to the LenderLender or any of the Lenders.

Appears in 1 contract

Samples: Financing and Security Agreement (Clean Towel Service Inc)

Funds Transfer Services. (a)The Borrower acknowledges a) The Borrower, Fostxx Xxxxx xxx Fantasma have requested that the Lender Agent and its Affiliates make available to the Borrower, Fostxx Xxxxx xxx Fantasma electronic funds transfer services and related security measures in connection with the Obligations. Each of the Borrower Fostxx Xxxxx xxx Fantasma acknowledge that the Agent has made available to the Borrower Borrower, Fostxx Xxxxx xxx Fantasma its Wire Transfer Procedures, a copy of which is attached to this Agreement as Exhibit EXHIBIT "CB" and which include a description of security procedures regarding funds transfers executed by the Agent or an Affiliate bank at the request of the Borrower, Fostxx Xxxxx xxx Fantasma (the "Security Procedures"). The Borrower Borrower, Fostxx Xxxxx xxx Fantasma and the Lender Agent agree that the Security Procedures are commercially reasonable. The Borrower Each Borrower, Fostxx Xxxxx xxx Fantasma further acknowledges that the full scope of the Security Procedures which the Lender Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates Borrower, Fostxx Xxxxx xxx Fantasma communicate directly with the Lender Agent or such Affiliate bank as applicable in accordance with said procedures. If the Borrower Borrower, Fostxx Xxxxx xx Fantasma attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender Agent or such Affiliate bank, as applicable, does so, the Borrower Borrower, Fostxx Xxxxx xxx Fantasma will be deemed to have refused the Security Procedures that the Lender Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrower Borrower, Fostxx Xxxxx xxx Fantasma will be bound by any funds transfer, whether or not authorized,, which is issued in the any Borrower's, Fostxx Xxxxx'x xx Fantasma's name and accepted by the Lender Agent or such Affiliate bank, as applicable, in Good Faithgood faith. The Lender Agent or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the LenderAgent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each of the Borrower Borrower, Fostxx Xxxxx xxx Fantasma agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower Each of the Borrower, Fostxx Xxxxx xxx Fantasma further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender Agent nor any Affiliate of the Lender Agent is responsible for detecting any error in payment order sent by any of the Borrower Borrower, Fostxx Xxxxx xxx Fantasma to the LenderAgent or any of the Lenders.

Appears in 1 contract

Samples: Financing and Security Agreement (O Ray Holdings Inc)

Funds Transfer Services. (a)The Borrower acknowledges Borrowers acknowledge that the Lender Bank has made available to the Borrower Wire Transfer Procedures, a copy of which is attached to this Agreement as Exhibit "C" and which include Borrowers a description of security procedures regarding funds transfers executed by Bank or an Affiliate bank at a Borrower's request (the Security Procedures"SECURITY PROCEDURES"). The Borrower and the Lender Borrowers agree with Bank that the Security Procedures are commercially reasonable. The Borrower Borrowers further acknowledges acknowledge that the full scope of the Security Procedures which the Lender Bank or such Affiliate bank offers and strongly recommends for funds transfers is available only if the a Borrower communicates directly with the Lender Bank or such Affiliate bank as applicable in accordance with said procedures. If the a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender Bank or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender Bank or such Affiliate bank, as applicable, does so, the Borrower Borrowers will be deemed to have refused the Security Procedures that the Lender Bank or such Affiliate bank bank, as applicable applicable, offers and strongly recommends, and the Borrower Borrowers will be bound by any funds transfer, whether or not authorized,, which is issued in the a Borrower's name and accepted by the Lender Bank or such Affiliate bank, as applicable, in Good Faithgood faith. The Lender Bank or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,the Security Procedures at such time or times and in such manner as the Lender Bank or such Affiliate bank, as applicable, in its Bank's sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the LenderBank's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the Borrower agrees Borrowers agree that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither Bank or such Affiliate bank, as applicable, will generally use the Lender nor Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, Bank or such Affiliate bank, as applicable, may use any means and routes that Bank or such Affiliate bank, as applicable in Bank's sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearing house will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements whether or not Bank or such Affiliate bank, as applicable, is a member of the Lender is responsible for detecting any error in system, clearing house or arrangement and Borrowers acknowledge that Bank's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order sent by the Borrower is subject to the Lenderlaws, regulations, rules, circulars and arrangements described herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Omega Protein Corp)

Funds Transfer Services. (a)The a) The Borrower acknowledges that the Lender Agent has made available to the Borrower Wire Transfer Procedures, a copy of which is attached to this Agreement as Exhibit "CE" and which include a description of the Security Procedures. The Borrower and the Lender Agent agree that the Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender Agent or such an Affiliate bank of the Agent offers and strongly recommends for funds transfers is available only if the Borrower communicates directly with the Lender Agent or such Affiliate bank as applicable in accordance with said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereof, the Lender Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender Agent or such Affiliate bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the Borrower's name and accepted by the Lender Agent or such Affiliate bank, as applicable, in Good Faith. The Lender Agent or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the LenderAgent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, the Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender Agent nor any Affiliate of the Lender Agent is responsible for detecting any error in payment order sent by the Borrower to the LenderAgent or any of the Lenders.

Appears in 1 contract

Samples: Financing and Security Agreement (Reunion Industries Inc)

Funds Transfer Services. (a)The a) The Borrower acknowledges that the Lender Agent has made available to the Borrower the Agent's Wire Transfer Procedures, Procedures a copy of which is attached to this Agreement as Exhibit "C" EXHIBIT B and which include includes a description of security procedures regarding funds transfers executed by the Agent or an Affiliate bank at the request of the Borrower (the "Security Procedures"). The Borrower and the Lender Agent agree that the Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates directly with the Lender Agent or such Affiliate bank as applicable in accordance with said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender Agent or such Affiliate bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the Borrower's name and accepted by the Lender Agent or such Affiliate bank, as applicable, in Good Faithgood faith. The Lender Agent or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures upon notice to the Borrower, including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender Agent or such Affiliate bank, as applicable, in its sole reasonable discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the LenderAgent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender Agent nor any Affiliate of the Lender bank is responsible for detecting any error in payment order sent by the Borrower to the LenderAgent or any of the Lenders unless due to the willful misconduct or gross negligence of the Agent or any such Affiliate bank.

Appears in 1 contract

Samples: Financing and Security Agreement (BPC Holding Corp)

Funds Transfer Services. (a)The Borrower acknowledges a) The Borrowers have requested that the Lender has made and its Affiliates make available to the Borrower Borrowers electronic funds transfer services and related security measures in connection with the Obligations. A copy of the Lender's current Wire Transfer Procedures, a copy of which including the Security Procedures, is attached to this Agreement as Exhibit "C" EXHIBIT B. The Borrowers acknowledge and which include a description agree that all electronic funds transfers made by the Lender or any Affiliate of the Lender to, or for the account of, the Borrowers shall be governed by, and subject to, the Wire Transfer Procedures and the Security ProceduresProcedures in effect from time to time. The Borrower Borrowers and the Lender agree that the current Wire Transfer Procedures and the Security Procedures are commercially reasonable. The Borrower Borrowers further acknowledges acknowledge and agree, however, that the full scope of the Security Procedures which the Lender or such Affiliate bank offers and its Affiliates offer and strongly recommends recommend for electronic funds transfers is available only if the Borrower communicates Borrowers communicate directly with the Lender or such Affiliate bank its Affiliate, as applicable applicable, in accordance with said proceduresand as required by the Wire Transfer Procedures and the Security Procedures. If the Borrower attempts Borrowers attempt to communicate with the Lender or any Affiliate of the Lender by any other method or otherwise does not communicate with the Lender and/or its Affiliate, as appropriate, in accordance with the Wire Transfer Procedures and the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender or such Affiliate bankand/or its Affiliate, as applicable, shall not be required to execute such instructionsthe instructions of the Borrowers, but if the Lender or such Affiliate bankAffiliate, as applicable, does so, the Borrower Borrowers will be deemed to have refused and waived the Security Procedures that the Lender or such Affiliate bank its Affiliate, as applicable applicable, offers and strongly recommends, and the Borrower Borrowers will be bound by any funds transfer, whether or not authorized,, which is issued in the any Borrower's name and accepted by the Lender or such Affiliate bankany Affiliate, as applicable, in Good Faithgood faith. The Lender or such Affiliate bank,its Affiliate, as applicable, may modify the Wire Transfer Procedures includingncluding, without limitation,, the Security Procedures at such time or times and in such manner as the Lender or such and/or any Affiliate bankof the Lender, as applicable, in its or their sole and absolute discretion, deems appropriate to meet then prevailing standards of good banking practice. The Lender shall notify the Borrowers of any material change or modification to the Wire Transfer Procedures and/or the Security Procedures. By continuing to use the Lender's or such Affiliate bank's, as applicable, wire transfer services after receipt of the Lender and/or any Affiliate of the Lender following notice to the Borrowers of any such change or modification of to the Wire Transfer procedures including, without limitation, Procedures and/or the Security Procedures, the Borrower agrees that Borrowers shall be deemed automatically to have agreed to the Wire Transfer Procedures and the Security Procedures, as changed and/or modified and to have further agreed that the Wire Transfer Procedures and the Security Procedures, as changed and/or modified, are 75 likewise commercially reasonable. The Borrower Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor or any Affiliate of the Lender is responsible for detecting any error in any payment order sent by the any Borrower to the Lender or any Affiliate of the Lender.

Appears in 1 contract

Samples: Financing and Security Agreement (Kimberton Enterprises Inc)

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Funds Transfer Services. (a)The a) Each Borrower acknowledges that the Lender has made available to it a description of security procedures regarding funds transfers executed by the Lender or an affiliate bank at the request of such Borrower Wire Transfer Procedures(the "SECURITY PROCEDURES"), a copy of which is attached to this Agreement hereto as Exhibit "C" and which include a description of the Security Procedures. EXHIBIT D. The Borrower Borrowers and the Lender agree that the Security Procedures are commercially reasonable. The Each Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the such Borrower communicates directly with the Lender or such Affiliate affiliate bank as applicable in accordance with said procedures. If the such Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender or such Affiliate affiliate bank, as applicable, does so, the such Borrower will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank affiliate bank, as applicable applicable, offers and strongly recommends, and the such Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the such Borrower's name and accepted by the Lender or such Affiliate affiliate bank, as applicable, in Good Faithgood faith. The Lender or such Affiliate affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,the Security Procedures at such time or times and in such manner as the Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's or such Affiliate affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the each Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender is responsible for detecting any error in payment order sent by the Borrower to the Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Denali Inc)

Funds Transfer Services. (a)The a) Borrower acknowledges that the Lender has and its affiliates have made available to the Borrower it Wire Transfer Procedures, Procedures a copy of which is attached to this Agreement hereto as Exhibit "C" and K which include a description of security procedures regarding funds transfers executed by Lender or an affiliate bank at the request of Borrower (the "Security Procedures"). The Borrower and the Lender agree that the ------------------- Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates directly with the Lender or such Affiliate affiliate bank as applicable in accordance with 100 said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender or such Affiliate affiliate bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank affiliate bank, as applicable applicable, offers and strongly recommends, and the Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the Borrower's name and accepted by the Lender or such Affiliate affiliate bank, as applicable, in Good Faithgood faith. The Lender or such Affiliate affiliate bank,, as applicable, may modify the Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's or such Affiliate affiliate bank's, 's as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, the Borrower agrees that the Wire Transfer Procedures including, without limitation, the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender affiliate bank is responsible for detecting any error in any payment order sent by the Borrower to the Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Acr Group Inc)

Funds Transfer Services. (a)The a) Each Borrower acknowledges that the Lender Agent has made available to the Borrower Borrowers Wire Transfer Procedures, a copy of which is attached to this Agreement as Exhibit EXHIBIT "C" ", and which include a description of security procedures regarding funds transfers executed by the Agent or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrower and the Lender agree that the Security Procedures are commercially reasonable. The Each Borrower further acknowledges that the full scope of the Security Procedures which the Lender Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrower communicates Borrowers communicate directly with the Lender Agent or such Affiliate bank as applicable in accordance with said procedures. If the a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures of which the Borrower has received notice after the date hereofProcedures, the Lender Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Lender Agent or such Affiliate bank, as applicable, does so, the Borrower Borrowers will be deemed to have refused the Security Procedures that the Lender Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrower Borrowers will be bound by any funds transfer, whether or not authorized,, which is issued in the any Borrower's name and accepted by the Lender Agent or such Affiliate bank, as applicable, in Good Faithgood faith. The Lender Agent or such Affiliate bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,, the Security Procedures at such time or times and in such manner as the Lender Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the LenderAgent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the each Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender Agent nor any Affiliate of the Lender Agent is responsible for detecting any error in payment order sent by the any Borrower to the LenderAgent or any of the Lenders.

Appears in 1 contract

Samples: Financing and Security Agreement (First Alert Inc)

Funds Transfer Services. (a)The a) The Borrower acknowledges that the Lender Administrative Agent has made available to the Borrower Wire Transfer Procedures, a copy of which is attached to this Agreement it as Exhibit "C" and which include Annex B hereto a description of security procedures regarding funds transfers executed by Bank of America or an Affiliated bank at the request of the Borrower (the Security Procedures). The Borrower and the Lender Administrative Agent agree that the Security Procedures are commercially reasonable. The Borrower further acknowledges that the full scope of the Security Procedures which the Lender or such Affiliate bank offers Bank of America and its Affiliated banks offer and strongly recommends recommend for funds transfers is available only if the Borrower communicates directly with the Lender Bank of America or such Affiliate Affiliated bank as applicable in accordance with said procedures. If the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures or other security procedures Procedures, Bank of which the Borrower has received notice after the date hereof, the Lender America or such Affiliate Affiliated bank, as applicable, shall not be required to execute such instructions, but if the Lender Bank of America or such Affiliate Affiliated bank, as applicable, does so, the Borrower will be deemed to have refused the Security Procedures that the Lender or such Affiliate bank as applicable offers Bank of America and its Affiliated banks offer and strongly recommendsrecommend, and the Borrower will be bound by any funds transfer, whether or not authorized,, which is issued in the Borrower's name of the Borrower and accepted by the Lender Bank of America or such Affiliate Affiliated bank, as applicable, in Good Faithgood faith. The Lender Bank of America or such Affiliate any Affiliated bank,, as applicable, may modify Wire Transfer Procedures including, without limitation,the Security Procedures at such time or times and in such manner as the Lender Bank of America or such Affiliate Affiliated bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Lender's Bank of America’s or such Affiliate Affiliated bank's’s, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, the Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Lender nor any Affiliate of the Lender is responsible for detecting any error in payment order sent by the Borrower to the Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Syratech Corp)

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