Representations and Indemnity. You represent that any information you or your agents provide to us is accurate and complete, and that your actions comply with this agreement and applicable laws governing retirement plans. You understand that we will rely on the information provided by you, and that we have no duty to inquire about or investigate such information. We are not responsible for any losses or expenses that may result from your information, direction, or actions, including your failure to act. You agree to hold us harmless, to indemnify, and to defend us against any and all actions or claims arising from, and liabilities and losses incurred by reason of your information, direction, or actions. Additionally, you represent that it is your responsibility to seek the guidance of a tax or legal professional for your Xxxx XXX issues. We are not responsible for determining whether your contributions or distributions comply with this agreement or the federal laws governing retirement plans. We are not responsible for any taxes, judgments, penalties, or expenses incurred in connection with your Xxxx XXX, or any losses that are a result of events beyond our control. We have no responsibility to process transactions until after we have received appropriate direction and documentation, and we have had a reasonable opportunity to process the transactions. We are not responsible for interpreting or directing beneficiary designations or divisions, including separate accounting, court orders, penalty exception determinations, or other similar situations.
Representations and Indemnity. If you request that we contact any Authorized User or other person on your behalf (“Recipient”), you represent and warrant that: (a) you will comply with all Laws and contracts in connection with use of contact information for Recipients, the Student Support Services, and with respect to the content and transmission of calls, texts, and other messages (“Messages”) sent using the Student Support Services, including, without limitation, all federal and state telemarketing-related laws, rules and regulations, the Telephone Consumer Protection Act (47 U.S.C. § 227) and the FCC’s implementing regulations (47 C.F.R. § 64.1200) (such laws, rules and regulations, as amended from time-to-time, collectively, the “Telemarketing Laws”); (b) as to each Recipient to be contacted by us on your behalf, you have obtained all consents that may be required by the Telemarketing Laws and your privacy policies; (c) you will retain documentary proof of such consents for at least five (5) years from the date the Recipient’s contact information is provided by you to us; (d) you will suppress and will not provide to us contact information for any Recipient who has registered his or her telephone number on the national Do-Not-Call Registry, any similar state registries or has otherwise indicated that he or she does not wish to be contacted by you or us; and (e) you will provide a reasonable means for Recipients to rescind consent to receive Messages and will not request us to send Messages to Recipients who have opted out of receiving Messages from you. We shall have the right to audit your compliance with subsections (a) - (e) above. Failure to comply with any provision of this section is a material breach of the Agreement. Except to the extent prohibited by Law, including Laws providing for the sovereign immunity of government entities, you agree to indemnify, defend and hold us harmless from and against all claims, lawsuits, proceedings, causes of action, damages, liabilities, losses, judgments, fines, penalties, costs, and expenses (including attorneys’ fees) relating to or arising out of your breach of the foregoing representations and warranties, or in connection with any claim or action from a third party that arises from the sending (or inability to send or receive), content, or effects of any Messages you distribute using, or your failure to use, the Product and Service. In connection with such indemnity and defense obligations related to a third party claim, lawsuit, etc.,...
Representations and Indemnity. Seller and Buyer each mutually represent and warrant to the other that they have not dealt with, and are not obligated to pay, any fees or commissions to any broker in connection with the transaction contemplated by this Agreement other than CBRE New England (the “Broker”). The Broker shall be compensated by Seller pursuant to a separate written agreement. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against all liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising from any claims for brokerage or finder’s fees, commissions or other similar fees in connection with the transaction covered by this Agreement insofar as such claims shall be based upon alleged arrangements or agreements made by Seller or on Seller’s behalf. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against all liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising from any claims for brokerage or finders’ fees, commissions or other similar fees in connection with the transaction covered by this Agreement insofar as such claims shall be based upon alleged arrangements or agreements made by Buyer or on Buyer’s behalf. The covenants and agreements contained in this Article shall survive the termination of this Agreement or the Closing of the transaction contemplated hereunder.
Representations and Indemnity. Each party represents and warrants to the other party that:
Representations and Indemnity. You represent that any information
Representations and Indemnity. You represent that any information phrases used in this document should be construed so the singular you or your agents provide to us is accurate and complete, and that includes the plural and the plural includes the singular. your actions comply with this agreement and applicable laws
Representations and Indemnity. You represent that any 9.13 Spouse Beneficiary. Notwithstanding Article V, a spouse information you or your agents provide to us is accurate and beneficiary shall be permitted all the beneficiary options allowed complete, and that your actions comply with this agreement and under law or applicable regulations. The default election for a applicable laws governing retirement plans. You understand that we spouse beneficiary is the life expectancy method. If your surviving will rely on the information provided by you, and that we have no spouse fails to take the required minimum distribution, he/she is duty to inquire about or investigate such information. We are not deemed to have treated your Xxxx XXX as his/her own. If your responsible for any losses or expenses that may result from your surviving spouse is your sole beneficiary, your spouse may treat information, direction, or actions, including your failure to act. You your Xxxx XXX as his/her own Xxxx XXX and would not be subject to agree to hold us harmless, to indemnify, and to defend us against the required minimum distribution rules.
Representations and Indemnity. You represent that any
Representations and Indemnity. You represent that any information you and/or your agents provide to us is accurate and complete, and that your actions comply with this Agreement and applicable laws governing retirement plans. You understand that we will rely on the information provided by you, and that we have no duty to inquire about or investigate such information. We are not responsible for any losses or expenses that may result from your information, direction, or actions, including your failure to act. You agree to hold us harmless, to indemnify, and to defend us against
Representations and Indemnity. You represent that any information language. Unless it would be inconsistent to do so, words and you or your agents provide to us is accurate and complete, and that phrases used in this document should be construed so the singular your actions comply with this agreement and applicable laws includes the plural and the plural includes the singular. governing retirement plans. You understand that we will rely on the
