Liability; Limitations on Liability; Indemnity. If the authority contained in this Agreement and any other agreement between Bank and Company should be revoked or terminated by operation of law without notice, it is agreed that Bank shall be held harmless from any loss suffered or liability incurred by acting after revocation or termination in the absence of such notice. Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its negligence in performing those services. Bank shall not be responsible for Company’s acts or omissions (including without limitation the amount, accuracy, timeliness of Entries or due authorization of any Entry received from Company or its Authorized Agent). Company agrees to indemnify Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Company or any other person. In no event shall Bank be liable for any consequential, special, punitive or indirect loss or damage which Company may incur or suffer in connection with this Fund Transfer Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions pursuant to this Fund Transfer Agreement and this Agreement. Without limiting the generality of the foregoing provisions, Bank shall be excused and held harmless from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank’s control. In addition, Bank shall be excused and held harmless from failing to initiate or delay in initiating an Entry if such initiation would result in Bank having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank otherwise violating any provisions of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. At Bank’s option, payment of such interest may be made by crediting the Account resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Company or Authorized Agent. The liability, limitations of liability and indemnity provisions in this subsection (d) shall apply only to the Funds Transfer provisions found in Section 8 of this Agreement.
Appears in 5 contracts
Samples: Internet Banking Agreement, Internet Banking Agreement, Internet Banking Agreement
Liability; Limitations on Liability; Indemnity. If In the authority contained in performance of the services required by this Agreement and any other agreement between Bank and Company should be revoked or terminated by operation of law without noticeAgreement, it is agreed that Bank Financial Institution shall be held harmless from any loss suffered entitled to rely solely on the information, representations, and warranties provided by Company pursuant to this Agreement, and shall not be responsible for the accuracy or liability incurred by acting after revocation or termination in the absence of such noticecompleteness thereof. Bank Financial Institution shall be responsible only for performing the services expressly provided for in this Agreement the Agreement, and shall be liable only for its negligence or willful misconduct in performing those services. Bank Financial Institution shall not be responsible for Company’s acts or omissions (including without limitation the amount, accuracy, timeliness of Entries transmittal or due authorization of any Entry received from Company Company) or its Authorized Agentthose of any person, including without limitation any Federal Reserve Institution, Automated Clearing House or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed Financial Institution’s agent. Company agrees to indemnify Bank Financial Institution against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any claim of any person that Bank Financial Institution is responsible for any act or omission of Company or any other personperson described in this Section 17(a). In no event shall Bank Financial Institution be liable for any consequential, special, special punitive or indirect loss or damage which that the Company may incur or suffer in connection with this Fund Transfer Agreement, including without limitation loss losses or damage from subsequent wrongful dishonor resulting from BankFinancial Institution’s acts or omissions pursuant to this Fund Transfer Agreement and this Agreement. Without limiting the generality of the foregoing provisions, Bank Financial Institution shall be excused and held harmless from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission transmission, or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond BankFinancial Institution’s control. In addition, Bank Financial Institution shall be excused and held harmless from failing to initiate transmit or delay in initiating transmitting an Entry entry if such initiation transmittal would result in Bank Financial Institution’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank if Financial Institution is otherwise violating any provisions provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Subject to the foregoing limitations, BankFinancial Institution’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate Rate at the Federal Reserve Bank of New York for the period involved. At BankFinancial Institution’s option, payment of such interest may be made by crediting the Account resulting from or arising out of any claim of any person that Bank Financial Institution is responsible for any act or omission of the Company or Authorized Agent. The liability, limitations of liability and indemnity provisions any other person described in this subsection (d) shall apply only section. Inconsistency of Name and Account Number. Company acknowledges and agrees that, if an entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Financial Institution to the Funds Transfer provisions found Receiving Depository Financial Institution may be made by the Receiving Depository Financial Institution (or by Financial Institution in Section 8 the case of this Agreementan On-Us Entry) on the basis of the account number supplied by the Company, even if it identifies a person different from the named Receiver, and that Company’s obligation to pay the amount of the Entry to Financial Institution is not excused in such circumstances.
Appears in 2 contracts
Liability; Limitations on Liability; Indemnity. If the authority contained in this Agreement and any other agreement between Bank and Company should be revoked or terminated by operation of law without notice, it is agreed that Bank shall be held harmless from any loss suffered or liability incurred by acting after revocation or termination in the absence of such notice. Bank The BANK shall be responsible only for performing the services Services expressly provided for in the Agreement and this Agreement Addendum, and shall be liable only for its negligence willful misconduct in performing those servicesServices. Bank The BANK shall not be responsible for Company’s the COMPANY’S acts or omissions (including without limitation the amount, accuracy, timeliness of Entries transmittal or due authorization of any Entry received from Company COMPANY) or its Authorized Agentthose of any other person, including without limitation any Federal Reserve Bank or transmission or communications facility, any Receiver or Receiving Bank (including without limitation the return of an Entry by such Receiver or Receiving Bank), and such person shall not be deemed the BANK’S agent. Company The COMPANY agrees to indemnify Bank against the BANK for any lossand all liabilities whether claimed from a private person or entity, liability or expense any fine, penalty, or assessment imposed by the federal government, any state government, or political subdivision thereof (including attorneys’ attorney’s fees and expenses) resulting from or arising out ). Such liabilities may include, but are not limited to, the amount of any claim of any person that Bank is responsible fines assessed against the BANK for any act or omission of Company or any other persona Rules violation caused by the COMPANY. In no event shall Bank BANK be liable for any consequential, special, punitive or indirect loss or damage which Company the COMPANY may incur or suffer in connection with the Agreement or this Fund Transfer AgreementAddendum, including without limitation loss or damage from subsequent wrongful dishonor resulting from Bank’s BANK’S acts or omissions pursuant to the Agreement or this Fund Transfer Agreement and this AgreementAddendum. Without limiting the generality of the foregoing provisions, Bank the BANK shall be excused and held harmless from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank’s the BANK’S control. In addition, Bank the BANK shall be excused and held harmless from failing to initiate transmit or delay in initiating transmitting an Entry if such initiation transmittal would result in Bank the BANK’S having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank the BANK’S otherwise violating any provisions provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Subject to Inconsistency of Name and Account Number. The COMPANY acknowledges and agrees that if an Entry describes the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be calculated Receiver inconsistently by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. At Bank’s optionname and account number, payment of such interest the Entry transmitted by BANK to the Receiving Bank may be made by crediting the Account resulting Receiving Bank (or by the BANK in a case of an On-Us Entry) on the basis of the account number supplied by the COMPANY even if it identifies a person different from or arising out the named Receiver, and that the COMPANY’S obligation to pay the amount of any claim of any person that Bank is responsible for any act or omission of Company or Authorized Agent. The liability, limitations of liability and indemnity provisions in this subsection (d) shall apply only the Entry to the Funds Transfer provisions found BANK is not excused in Section 8 of this Agreementsuch circumstances.
Appears in 2 contracts
Samples: Banking Services Agreement, Cash Management Agreement
