Common use of WARRANTIES; INDEMNITY Clause in Contracts

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 to indemnify and hold harmless the Issuer, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party 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, any beneficiary of any Credit and/or any such indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby us represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties we understand the general nature and operation of a letter of credit and the our obligations, rights and remedies of under the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Our obligations pursuant hereto to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) the conditions set forth in Conditions under which payment under the Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by Issuer, (C) that That Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties us and the beneficiary of the Credit, and (D) that That Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties us or the beneficiary, but solely except 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 Creditotherwise stated herein. Each of the Account Parties hereby us further represents, warrants, covenants and confirms to that (A) our execution, delivery and for the benefit performance of Issuer this Agreement has been duly authorized and that the transactions associated with this Agreement constitutes a legal, valid and binding obligation of each Credit do of us, (B) this Agreement does not violate or conflict with any applicable lawother material agreement or instrument or any judgment, rule decree or regulation order to which any of us is subject and (C) so long as Issuer has possession of any document of title, Issuer's security interest therein and in 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 regulationsProperty to which such document applies shall be a first priority security interest. All our representations, warranties and indemnities set forth herein shall survive Issuer’s 's issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising our obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties We hereby releases release Issuer from and agrees agree to indemnify and hold harmless the Issuer, and its officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising Issuer that arise out of or in any way relating relate to claims asserted against Issuer or Issuer's correspondent by a third party with respect to (1) any underlying investments, transaction, and/or contracts between any one of us and the Account Parties, beneficiary under the Credit or any beneficiary of any Credit and/or any such indemnified party and/or its agents and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonCredit, or any other action or omission by Issuer, or Issuer's correspondents or agents including, but limited to, Issuer's indemnity (as well as any and all costs, expenses and liabilities associated with such indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Credit) without the presentation of any original bill of lading or the other original documents missing or otherwise pxxxxntly unavailable. Notwithstanding the foregoing, it is understood and agreed that we will not be obligated to indemnify Issuer for any such indemnified partycosts, other than in respect of liabilities, or expenses (including attorneys' fees) incurred by Issuer to the extent that they are attributable to Issuer's own gross negligence or willful misconduct on in the part performance of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionits obligations hereunder.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby Borrower represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand Borrower understands the general nature and operation of a letter of credit and the Borrower’s obligations, rights and remedies under each Letter of the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Borrower’s obligations to reimburse L/C Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) conditions under which payment under the conditions set forth in the Letter of Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by L/C Issuer, (C) that L/C Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties Borrower and the beneficiary of the Letter of Credit, and (D) that L/C Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties Borrower or the beneficiary, but solely except 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 regulationsotherwise stated herein. All Borrower’s representations, warranties and indemnities set forth herein shall survive L/C Issuer’s issuance of the Letter of Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising Borrower’s obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties Borrower hereby releases Issuer L/C Issuer, Lenders, Administrative Agent and Collateral Agent from and agrees to agree indemnify and hold harmless the L/C Issuer, and its their officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party L/C Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of Borrower and the Account Partiesbeneficiary under the Letter of Credit or any of its agents, any beneficiary of any Credit and/or any such indemnified party and/or and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Letter of Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonLetter of Credit, or any other action or omission by L/C Issuer, or L/C Issuer’s correspondents or agents including, but limited to, L/C Issuer’s indemnity (as well as any and all cost expenses and liabilities associated with such indemnified party, indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Letter of Credit) without the presentation of any original xxxx of lading or the other than in respect of original documents missing or otherwise presently unavailable. It is understood that Borrower will not be obligated to indemnify L/C Issuer for gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionmisconduct.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby Borrower represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand Borrower understands the general nature and operation of a letter of credit and the Borrower's obligations, rights and remedies under each Letter of the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Borrower's obligations to reimburse L/C Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) conditions under which payment under the conditions set forth in the Letter of Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by L/C Issuer, (C) that L/C Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties Borrower and the beneficiary of the Letter of Credit, and (D) that L/C Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties Borrower or the beneficiary, but solely except 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 regulationsotherwise stated herein. All Borrower's representations, warranties and indemnities set forth herein shall survive L/C Issuer’s 's issuance of the Letter of Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising Borrower's obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties Borrower hereby releases Issuer L/C Issuer, Lenders, Administrative Agent and Collateral Agent from and agrees to agree indemnify and hold harmless the L/C Issuer, and its their officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party L/C Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of Borrower and the Account Partiesbeneficiary under the Letter of Credit or any of its agents, any beneficiary of any Credit and/or any such indemnified party and/or and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Letter of Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonLetter of Credit, or any other action or omission by L/C Issuer, or L/C Issuer's correspondents or agents including, but limited to, L/C Issuer's indemnity (as well as any and all cost expenses and liabilities associated with such indemnified party, indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Letter of Credit) without the presentation of any original xxxx of lading or the other than in respect of original documents missing or otherwise presently unavailable. It is understood that Borrower will not be obligated to indemnify L/C Issuer for gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionmisconduct.

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/export import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s '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 to indemnify and hold harmless the Issuer, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising out of or in any way relating to (1) any underlying investments, transaction, and/or and or contracts between any one of the Account Parties, any beneficiary of any Credit and/or any such indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, final non-appealable judgment of a court of competent jurisdiction.

WARRANTIES; INDEMNITY. You warrant to Cornerstone Bank that:  You will only transmit eligible checks and items;  Images will meet the Bank’s image quality standards in effect from time to time;  Each eligible original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check;  You will not store or make a back-up copy of any electronic items;  You will not transmit an image or images of the Account Parties hereby representssame check or item to us more than once and will not deposit or negotiate, warrantsor seek to deposit or negotiate, covenants and confirms to and such check or item with any other party;  You will retain possession of each original check deposited using the Services for the benefit required retention period and neither you nor any third party will submit the original check or item for payment;  You will comply with this Agreement and all applicable rules, laws and regulations using this Service;  You are not aware of Issuer that Account Parties understand any factor which may impair the general nature and operation of a letter of credit and the obligations, rights and remedies collectability of the Account Parties on item  You have not knowingly failed to communicate any material information to us;  All the one hand information you provide to Cornerstone Bank is accurate and true, including that all images transmitted to us accurately reflect the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation front and back of the Account Parties to reimburse Issuer for all payments to check or item at 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 Credittime it was scanned. 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 You agree to indemnify and hold harmless Cornerstone Bank from any loss for breach of this warranty provision or the Issuerterms of this Agreement, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one which indemnity shall survive the termination of the Account Parties, any beneficiary Agreement and the closing of any Credit and/or any such indemnified party and/or Accounts. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS AND DEFEND CORNERSTONE BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, LICENSORS, AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL FIRST AND THIRD PARTY CLAIMS, LIABILITIES, DAMAGES EXPENSES, COSTS (2INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the CreditAND OTHER LOSSES CAUSED BY OR RESULTING FROM YOUR USE OF THE SERVICES, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonTHE USE OF THE SERVICES BY ANY OF YOUR CO-DEPOSITORS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE SERVICE, or any other action or omission by any such indemnified partyYOUR BREACH OF THIS ADDENDUM OR THE AGREEMENTS, other than in respect of gross negligence or willful misconduct on the part of such indemnified partyYOUR INFRINGEMENT, as determined by a finalMISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, non-appealable judgment of a court of competent jurisdictionAND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.