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Common use of Liability of Bank Clause in Contracts

Liability of Bank. Between Company and Bank, Company assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit or its proceeds. Neither Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or its proceeds or for any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit. In furtherance and not in limitation of the foregoing, Bank may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by Bank; provided, that if Bank shall receive written notification from both the Trustee and Company that documents conforming to the terms of the Letter of Credit to be presented to Bank are not to be honored, Bank agrees that it will not honor such documents and Company shall indemnify and hold Bank harmless from such failure to honor.

Appears in 2 contracts

Samples: Reimbursement Agreement (Angiodynamics Inc), Reimbursement Agreement (Angiodynamics Inc)

Liability of Bank. Between Company Any action, inaction or omission on the part of Bank under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, Company 's rights or powers hereunder or Borrower's obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee and any a Beneficiary or transferee of the a Letter of Credit with respect to its use of the Letter of Credit or its proceedsCredit. Neither In furtherance of, and not in limitation of Bank's rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.2. it is understood and agreed that Bank nor shall not have any of its officers or directors shall be liable or responsible liability for and that Borrower assumes all responsibility for: (a) the use which may be made genuineness of the any signature; (b)the form, correctness, validity, sufficiency, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit or its proceeds or for any acts or omissions and the authority of the Trustee and any transferee in connection therewith; (b) person signing the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forgedsame; (c) good faith payment by Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit; Credit or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit. In furtherance and not in limitation of the foregoing, Bank may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness failure of any signature thereon, without responsibility for further investigation, regardless persons to note the amount of any notice or information to instrument on the contrary unless actually received by Bank; provided, that if Bank shall receive written notification from both the Trustee and Company that documents conforming to the terms reverse of the Letter of Credit or to be presented surrender the Letter of Credit or otherwise to comply with the terms and conditions of the Letter of Credit; (d) the good faith or acts of any person other than Bank are not to be honoredand its agents and employees; (e) the existence, Bank agrees that it will not honor such documents and Company shall indemnify and hold Bank harmless from such form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to honorgive any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by Bank in its sole and absolute discretion.

Appears in 1 contract

Samples: Master Credit Agreement (Polyvision Corp)

Liability of Bank. Between (a) As between the Company and the Bank, the Company assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit beneficiary with respect to its the beneficiary's use of the a Letter of Credit or its proceedsCredit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a1) the use which may be made by or on behalf of the beneficiary of a Letter of Credit or its proceeds or for any acts or omissions of by the Trustee and any transferee beneficiary in connection therewith; (b2) the form, validity, sufficiency sufficiency, accuracy or genuineness of documentsany documents (including without limitation any documents presented under a Letter of Credit), inaccuracy of any of the statements or representations contained therein or of any endorsement(s) statement therein or endorsement thereon, even if any such documents documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent fraudulent, forged, inaccurate or forgeduntrue; (c3) good faith the payment by the Bank against presentation of documents which do not strictly comply with the terms of the a Letter of Credit, including any failure of any documents to bear any reference or adequate reference to a Letter of Credit, or any other failure by or on behalf of the beneficiary to comply fully with conditions required in order to effect a drawing under a Letter of Credit; (4) the validity or sufficiency of any instrument delivered by or on behalf of the beneficiary or any other Person (other than the Bank) transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission or otherwise of any document or draft required in order to make a drawing under a Letter of Credit; or (d7) any other circumstances whatsoever in making or failing to make payment under a Letter of Credit; except only that the Company shall have a claim against the Bank, and the Bank shall be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to special, exemplary, consequential or punitive, damages suffered by the Company which the Company proves were caused by (i) the willful misconduct or gross negligence of the Bank in determining whether a Draft presented under a Letter of Credit complied with the terms of the Letter of Credit, (ii) the payment by the Bank under a Letter of Credit presented by the beneficiary for payment after the Stated Expiration Date of the Letter of Credit (except to the extent the Stated Expiration Date is deemed extended under the International Standby Practices (ISP98)), or (iii) the Bank's willful failure or gross negligence in failing to pay under a Letter of Credit after the presentation to it by or on behalf of the beneficiary of a Draft strictly complying with the terms and conditions of the Letter of Credit, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such payment. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by contrary. (b) Except for the Bank; provided's obligations under the Letters of Credit, that if the Bank shall receive written notification from both the Trustee and Company that documents conforming have no liability to the terms Company or any other Person as a result of any reduction of the Letter credit rating of the Bank or any deterioration in the Bank's financial condition. No reduction of the Bank's credit rating or deterioration in the Bank's financial condition shall reduce or in any way diminish the obligations of the Company to the Bank under this Agreement, including without limitation the Company's obligations to pay fees on the Letters of Credit to be presented the Bank and to Bank are not to be honoredreimburse the Bank, Bank agrees that it will not honor such documents and Company shall indemnify and hold Bank harmless from such failure to honorwith interest, for drawings under the Letters of Credit.

Appears in 1 contract

Samples: Reimbursement Agreement (New Plan Excel Realty Trust Inc)

Liability of Bank. Between Company and Bank, Company Borrower assumes all risks of the acts or omissions of the Trustee and Beneficiary (including any transferee transferee) of the Letter of Credit with respect to its use of the Letter of Credit or its proceedsproceeds of any Drawing thereunder. Neither Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or its proceeds or for any acts or omissions of the Trustee and Beneficiary (including any transferee transferee) in connection therewith; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein in drafts or certificates relating to such Letter of Credit or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except Borrower shall have a claim against Bank, and Bank shall be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special or other damages suffered by Borrower which were actually caused by Bank's willful misconduct or gross negligence in honoring a draft under the Letter of Credit. In furtherance and not in limitation of the foregoing, Bank (and any confirming bank with respect to the Letter of Credit) may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by Bankcontrary; provided, that if the Bank shall receive written notification from both the Trustee Beneficiary and Company Borrower that documents conforming to the terms of the Letter of Credit to be presented to Bank are not to be honored, and Bank agrees that it will not subsequently honor such documents and Company documents, Borrower shall indemnify and hold Bank harmless from such failure to honor.

Appears in 1 contract

Samples: Letter of Credit and Reimbursement Agreement (Ipec Holdings Inc)