Processing Requests; Our Obligations and Liabilities Sample Clauses

Processing Requests; Our Obligations and Liabilities. Requests must be submitted in the form and manner and in accordance with the cut-off times we specify from time to time. After we receive your Request, we may verify it via telephone with any Authorized User that is identified in our records as a Confirming Agent (on request, we will provide you with the list of Confirming Agents in our records). We are not obligated to accept any Request and may reject or delay the completion of any Request in our sole and absolute discretion. If we do so, we will promptly inform you, provided that you complied with applicable requirements in submitting the Request, and you will be free to submit such Request to another provider, regardless of any exclusivity or other terms contained in this Agreement. You are solely responsible for determining that your Requests are complete, accurate, unambiguous, and legible before submitting them to us. We are not responsible for errors or delays that result from the incompleteness, inaccuracy, ambiguity, or illegibility of a Request. We are authorized but not obligated to fulfill and charge your Account(s) for the amount of any Request we believe in good faith to have been submitted by you. We are not obligated to modify or cancel any FX Transactions after we have received your Request. If we attempt to complete a modification or cancellation that you request, you are responsible for the costs, expenses, and losses we incur. All FX Transactions are at your sole risk regardless of whether we provide you any advice in connection therewith. You understand that FX Transactions involve substantial risk and you agree to make your own determinations about the various risks of entering into FX Transactions. Each time you make a Request, you represent to us that you have the necessary expertise and commercial experience to evaluate the proposed transaction and that you are not relying upon us in making that evaluation. You are not entitled to rely upon any information or advice that we may provide and should not assume that our willingness to execute a particular transaction means that we consider it prudent. You understand that we are not acting as a fiduciary in providing these Services, that we are not obligated to manage, monitor, or inquire into the purposes of your FX Transactions, that we need not monitor the level of your FX Transactions (or increases or decreases therein), and that it is not our responsibility to safeguard against your Authorized Personnel using the Services for purp...
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Related to Processing Requests; Our Obligations and Liabilities

  • Obligations of the Data Processor 7.1 The Data Processor undertakes to fulfil the following obligations:

  • Obligations of Customer Axway’s indemnification obligation is contingent upon the Customer: (a) giving immediate written notice to Axway of any such Infringement Claim; (b) giving Axway control of the defense and related settlement negotiations, provided , however that Axway will obtain the Customer’s prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Customer to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Product, or Deliverable , and (c) assisting in the defense at Axway’s reasonable request, provided Axway agrees to pay Customer’s reasonable expenses in connection therewith. The Customer may participate in such defense and in any settlement discussions directly or through counsel of the Cus tomer’s choice, at the Customer’s expense, provided such participation does not materially prejudice Axway’s sole control of the defense or cause Axway to incur material additional costs in the conduct of such defense .

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Indemnity for Performance Agreements The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of the claim. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  • Obligations of Covered Entity (1) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of Covered Entity, in accordance with 45 C.F.R. § 164.520, or to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

  • OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE 1. Contractor agrees not to use or further disclose PHI County discloses to Contractor other than as permitted or required by this Business Associate Contract or as required by law.

  • Obligations of Contractor Contractor agrees that:

  • CAISO and Participating TO Obligations The CAISO and Participating TO shall cause the Participating TO’s Transmission System to be operated and controlled in a safe and reliable manner and in accordance with this LGIA. The Participating TO at the Interconnection Customer’s expense shall cause the Participating TO’s Interconnection Facilities to be operated, maintained and controlled in a safe and reliable manner and in accordance with this LGIA. The CAISO and Participating TO may provide operating instructions to the Interconnection Customer consistent with this LGIA and Participating TO and CAISO operating protocols and procedures as they may change from time to time. The Participating TO and CAISO will consider changes to their operating protocols and procedures proposed by the Interconnection Customer.

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

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