WARRANTIES; INDEMNITY. Each of the Account Parties hereby represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation of the Account Parties to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees t...
WARRANTIES; INDEMNITY. Each of the Account Parties hereby represents, warrants, covenants and confirms that said party understands the general nature and operation of a letter of credit and the obligations, rights and remedies under the Credit, including, without limitation: (A) The obligations to reimburse Issuer for all payments to the beneficiary, its successors or assigns, (B) Conditions under which payment under the Credit must be made by Issuer, (C) That Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, and (D) That Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, except as otherwise stated herein. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all obligations hereunder are paid in full. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuer, and its officers, agents, and employees, for any and all costs, liabilities and expenses (including reasonable attorney fees) incurred by Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of the Account Parties and the beneficiary under the Credit or any of its agents and (2) any proper payment in accordance with the terms of the Credit, any refusal to pay or honor the Credit, or any other action or omission by Issuer, or Issuer’s correspondents or agents. It is understood that the Account Parties will not be obligated to indemnify Issuer for gross negligence or willful misconduct.
WARRANTIES; INDEMNITY. 7.1 The Company hereby represents and warrants to, and covenants with, MDT as follows:
WARRANTIES; INDEMNITY. The Author warrants that the works governed by this contract are their sole intellectual property, that no other similar agreements governing these works exist, and that the works are not in the public domain. Additionally, the Author warrants that the works do not infringe on copyrights, trademarks, or other intellectual rights of any third parties. If the works governed by this book publishing contract contain statements presented as fact, the Author warrants that such statements are true and accurate. Furthermore, the Author agrees to refrain from entering into agreements with third parties that conflict with the terms of this contract.
WARRANTIES; INDEMNITY. The respective representations and warranties given by ZiaSun, Prepress and the Shareholders contained herein shall remain effective against their respective successors, heirs and assigns and shall survive the Closing. ZiaSun shall indemnify and hold Prepress and the Shareholders harmless from any damage, claim, liability or expense, including reasonable attorneys' fees, arising out of the breach of any representation or warranty or the nonfulfillment of any agreement contained herein, or in any certificate to be delivered at the Closing, by ZiaSun. Prepress and each of the Shareholders, jointly and severally, shall, in proportion to the Shareholders' respective ownership interest in Prepress, indemnify and hold ZiaSun harmless from any damage, claim, liability or expense, including reasonable attorneys' fees, arising out of the breach of any representation or warranty or the nonfulfillment of any agreement contained herein, or in any certificate to be delivered at the Closing, by Prepress or the Shareholders, provided however, that notice of any such breach shall have been communicated with specificity within two (2) years of the date hereof.
WARRANTIES; INDEMNITY. Except as specified below, you make the same warranties to us as we make under the ACH Rules. We do not have responsibility for such warranted matters. In the case of On-Us Entries, your warranties apply at the time we first process an On-Us Entry. You do not warrant: (a) our power under applicable law to comply with the ACH Rules; or (b) the conformity of Entries transmitted by us to the file specifications contained in the Rules. You represent, warrant and acknowledge that each Entry you originate will comply with all applicable U.S. laws and regulations. In addition to your indemnification obligations set forth elsewhere in this Agreement, you will indemnify, defend, and hold the X.X. Xxxxxx Chase Indemnified Parties and the RDFI, as applicable, harmless from and against any and all Losses in connection with any third party claim resulting or arising from: (a) our transmittal of Entries following your Instructions; and (b) our or the RDFI’s compliance with your request.
WARRANTIES; INDEMNITY. 15.1 Save for any manufacturer/producer's warranty on the goods (if any), THE SUPPLIER does not give or make any warranties, guarantees, undertakings or representations of whatsoever nature, whether express or implied, as to the quality or condition of the goods or their fitness or suitability for any purpose.
15.2 THE SUPPLIER'S liability for the breach of any manufacturer/producer's warranty shall be limited to, and shall be fully discharged by, the replacement of the relevant goods: Provided that regard will be had to any use of the goods by THE APPLICANT. THE SUPPLIER shall not under any circumstances be liable for any consequential loss suffered by THE APPLICANT from whatsoever cause arising.
15.3 Save to the extent set out above, THE APPLICANT hereby indemnifies and holds THE SUPPLIER harmless against any and all losses, injury, damage, fines, penalties and claims of whatsoever nature and howsoever arising from or connected with the goods, or the use or possession thereof and whether or not such claims are caused by any act or omission of THE APPLICANT or by anyone else.
WARRANTIES; INDEMNITY. CLIENT represents and warrants that: (a) it has all necessary rights and authority to execute this Agreement and perform its obligations and to grant the rights granted hereunder to REPRESENTATIVE; and (b) it will comply with all applicable federal, state and local laws, rules, and regulations in the performance of its obligations hereunder. CLIENT agrees to indemnify and hold harmless REPRESENTATIVE from any and all claims, damages and costs, including reasonable attorneys’ fees, arising out of or relating to: (i) CLIENT’s breach or alleged breach of any of the representations, warranties, or other terms of this Agreement (or any agreement negotiated by REPRESENTATIVE on CLIENT’s behalf); (ii) CLIENT’s advertising materials; and/or
WARRANTIES; INDEMNITY. 8.1 The Seller warrants to the Purchaser that on the date of this Agreement, except as fairly disclosed to the Purchaser in the Disclosure Letter, each of the statements set out in Schedule 1 (Warranties) is true and accurate in all material respects.
8.2 In the absence of fraud, dishonesty or wilful concealment on the part of the Seller the liability of the Seller in respect of the Warranties:
(a) shall not arise unless the aggregate amount of all claims made in respect of the Warranties (or which would have been made but for the operation of this paragraph) exceeds US$100,000 and in such case the Seller shall be liable for the full amount and not merely the excess;
(b) shall terminate on the date falling 18 months following the Effective Time except in respect of any claim of which notice in writing is given to the Seller before that date.
8.3 After the Closing, the maximum aggregate liability of the Seller for any breach of the Warranties (except for any such breach involving fraud, dishonesty or wilful concealment) shall be the aggregate amount of the Purchase Price plus the purchase price paid for the assets the subject of the US Business Sale Agreement and the shares the subject of the EU Stock Purchase Agreement (as defined in the US Business Sale Agreement) provided that the aggregate liability of the Seller for any breach of the Warranties and any breach of the Warranties under either the US Business Sale Agreement or the EU Stock Purchase Agreement shall not exceed the Purchase Price plus the purchase price paid for the assets the subject of the US Business Sale Agreement and the shares the subject of the EU Stock Purchase Agreement.
8.4 Any payment made by the Sellers for any breach of the Warranties shall be deemed to be a reduction in the Purchase Price.
8.5 The Seller shall not be liable in respect of any claim for which it does not accept liability unless legal proceedings are both issued and served on the Seller by the Purchaser during the period of 9 months starting on the date when the notice of that claim was given.
8.6 The Seller shall not be liable and no claim or claims shall be made against it in respect of any breach of Warranty or under the indemnity set out at Clause 8.18 below:
(a) to the extent that the claim would not have arisen but for a change in legislation made after the date of this Agreement (whether relating to taxation, rates of taxation or otherwise) or the withdrawal of any extra-statutory concession previously made ...
WARRANTIES; INDEMNITY. You warrant to The State Bank of Faribault that:
a. You will only transmit eligible items;
b. You will not transmit duplicate items;
c. You will not deposit, redeposit or represent the original check with The State Bank of Faribault or any other party;
d. You will comply with this Agreement and all applicable rules, laws and regulations;
e. You are not aware of any factor which may impair the collectability of the item; You agree to indemnify and hold harmless The State Bank of Faribault from any loss for breach of this warranty provision or the terms of this Agreement.
