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. (a) Lessee acknowledges that it has made the selection of each Unit based upon its own judgment. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THOSE OF DESCRIPTION, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE EQUIPMENT AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of a Unit. Lessee agrees to look solely to the manufacturer or vendor of any defective or malfunctioning Unit for the repair or replacement of such Unit and to continue to make all Rental Payments with respect to such Unit in spite of such defect or malfunction. Lessor hereby assigns to Lessee, for and during the Term, any warranty of the manufacturer or vendor issued to Lessor with respect to any Unit.
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.
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. 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. The respective representations and warranties given by ZiaSun, Internet Services and the Shareholder contained herein shall remain effective against their respective successors, heirs and assigns and shall survive the Closing. ZiaSun shall indemnify and hold Internet Services and the Shareholder 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. Internet Services and the Shareholder, jointly and severally, shall, in proportion to the Shareholder's respective ownership interest in Internet Services, 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 Internet Services or the Shareholder, provided however, that notice of any such breach shall have been communicated with specificity within two (2) years of the date hereof.
WARRANTIES; INDEMNITY. 12.1 The Company hereby excludes all warranties, either expressed or implied in respect of tests done or the results of such tests.
WARRANTIES; INDEMNITY. You shall obtain all written authorizations necessary to enable us to perform the Access and Security Manager services and shall furnish us with copies of such authorizations if requested. You agree that you will not use this service for International ACH Transactions, which are prohibited under this Agreement. In addition to the indemnities set forth in the Initial Agreement, you shall indemnify, defend and hold us harmless, our affiliates, and their shareholders, directors, officers, employees and agents (the "Indemnified Parties") from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of actions (including, but not limited to, reasonable attorney fees and disbursements) resulting or arising from: (a) breach by you of any representation, warranty or covenant made by you under the Agreement; (b) failure by you or your Account Administrator to abide by or perform any obligation imposed upon you or your Account Administrator under the Agreement; (c) the willful misconduct, fraud, criminal activity, intentional tort or negligence of you or any other person or entity (other than us) involving use of Access and Security Manager; (d) the actions, omissions or commissions of you and your agents, including without limitation, your Account Administrator and any Authorized User relating to the Access and Security Manager services, (e) any transmission or instruction, whether or not authorized, acted upon by us in good faith and in reliance upon the User ID and password, and/or (f) any delay in the execution of any of your instructions to add, delete or modify the access rights of any Account Administrator or any Authorized Users until we have a commercially reasonable opportunity to act upon any notice given in accordance with the terms of this Agreement. We shall provide you with prompt notice of any claims and shall cooperate with you in your defense of any such claims; provided, however, you shall have no authority to settle any claim against any Indemnified Party without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld).
