Limited Liability of Bank; Indemnity Sample Clauses

Limited Liability of Bank; Indemnity. (a) Customer shall be, and at all times remain, liable to Bank to pay all fees and charges due in connection with the Assigned Accounts and to reimburse Bank for any deposited Item that is returned for any reason unpaid, or paid and later returned, or the subject of a breach of warranty claim (and for any associated interest or earnings credit) (collectively the "Charges"). Bank is hereby authorized and directed to debit such Charges (i.e., obtain payment or reimbursement) against funds of Customer on deposit in any Assigned Account or any other accounts maintained by Customer at Bank. Customer shall be, and at all times remain, liable to Bank for payment of any and all Charges which remain unpaid after offset by Bank against funds then on deposit in any Assigned Account and any other accounts of Customer maintained at Bank.
Sample 1
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Limited Liability of Bank; Indemnity. (a) Customer shall be, and at all times remain, liable to Xxxxxx to pay all fees and charges due in connection with the Assigned Account and all returned items and chargebacks for uncollected checks deposited in the Assigned Account (collectively the “Charges”). Each of SRC and the Secured Party agrees that if the Customer fails or refuses to pay or reimburse Xxxxxx for Charges in respect of the Assigned Account, Xxxxxx is hereby authorized and directed to debit such Charges (i.e. obtain payment or reimbursement) first against funds of Customer on deposit in any other accounts maintained by Customer at Xxxxxx, and thereafter if any portion of such Charges remains unpaid, Xxxxxx may debit such unpaid balance of Charges against the Assigned Account. The Customer shall be, and at all times remain, liable to Xxxxxx for payment of any and all returns and chargebacks of checks which were deposited to the Assigned Account and which remain unreimbursed to Xxxxxx after offset by Xxxxxx against funds then on deposit in any other accounts of the Customer maintained at Xxxxxx. After Xxxxxx’ receipt of the Trigger Notice, the Secured Party shall be, and at all times remain, liable to Xxxxxx for payment of any and all (i) fees and charges in respect of maintenance and usage of the Assigned Account accruing from and after the date of receipt of the Trigger Notice; and (ii) all returns and chargebacks of checks which were deposited to the Assigned Account on or after the date of receipt of the Trigger Notice and which remain unreimbursed to Xxxxxx after offset by Xxxxxx against funds then on deposit in the Assigned Account and any other accounts of the Customer maintained at Xxxxxx.
Sample 1

Related to Limited Liability of Bank; Indemnity

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Liability of DFA Australia DFA Australia shall not be liable for any error of judgment or of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of DFA Australia in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Limited Liability and Indemnification Section 7.01.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

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