Services of the Manager. Unless otherwise specified in the Confirmation relevant to a Transaction, the Manager and/or it agents and representatives shall: (a) cause the Goods to be shipped to the Purchaser in accordance with the Purchase Order relevant to such Transaction and bear all costs, including any shipping costs and messenger expenses and legal costs, incidental to such Transaction; (b) indemnify and hold EPK and its assigns harmless from and against any loss caused by the failure of (i) the Vendor or any shipper to timely deliver Goods which conform to the requirements of the Vendor Pro Forma Invoice, the Purchase Order and applicable law, or (ii) the Manager to truthfully represent the Purchaser's credit information or the terms and method of payments in the transaction as contemplated in Section 3.1; (c) indemnify and hold EPK and its assigns harmless from and against any claim of or liability to any Person arising out of the Transaction, including without limitation any claim of or liability to the Purchaser or any other Person in respect of the Goods; (d) pay, and indemnify and hold EPK and its assigns harmless from and against, any Taxes due in connection with such Transaction; (e) be responsible for performing all administrative and ministerial tasks relating to the collection of such invoices to the Purchaser; provided, however, that the foregoing shall in no way limit EPK's right at any time and from time to time to collect amounts owing under such invoices directly; and provided, further, that the foregoing shall not constitute a guaranty by Manager of the payment or collection of such invoices; (f) to pay for and do all things necessary to maintain all warranty, service and/or other post delivery obligations with Purchaser; and (g) not perform any action which could result in reduced or non-payment by Purchaser.
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Services of the Manager. Unless otherwise specified in the Confirmation relevant to a Transaction, the Manager and/or it agents and representatives shall: (a) cause the Goods to be shipped to the Purchaser in accordance with the Purchase Order relevant to such Transaction and bear all costs, including any shipping costs and messenger expenses and legal costs, incidental to such TransactionTransaction as may be required by the terms of the relevant Purchase Order; (b) indemnify and hold EPK and its assigns harmless from and against (i) any loss caused by the failure of (iA) the Vendor or any shipper to timely deliver Goods which conform to the requirements of the Vendor Pro Forma Invoice, the Purchase Order and applicable law, or (iiB) the Manager to truthfully represent the Purchaser's credit information or the terms and method of payments in the transaction as contemplated in Section 3.1; (c, ( ii) indemnify and hold EPK and its assigns harmless from and against any claim of or liability to any Person arising out of the Transaction, including without limitation any claim of or liability to the Purchaser or any other Person in respect of the Goods; (d) payGoods , and indemnify and hold EPK and its assigns harmless from and against, (iii) any Taxes due in connection with such Transaction; provided, however, that notwithstanding anything to the contrary in this Agreement, the Manager shall not have any obligation to indemnify or hold EPK or any of its assigns harmless from any losses, claims, damages, liabilities or related expenses to the extent they are found by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such indemnified person; (ec) be responsible for performing all customary administrative and ministerial tasks relating to the collection of such invoices to the Purchaser; provided, however, that the foregoing shall in no way limit EPK's right at any time and from time to time (if the accounts receivable generated from such invoices are not factored pursuant to the Factoring Agreement and EPK reasonably believes itself to be insecure) to collect amounts owing under such invoices directly; and provided, further, that the foregoing shall not constitute a guaranty by Manager of the payment or collection of such invoices; (fd) to pay for and do all things reasonably necessary to maintain (in all material respects) all warranty, service and/or other post delivery obligations with PurchaserPurchaser as required by the terms of the relevant Purchase Order; and (ge) not perform any action which could result in reduced or non-payment by Purchaser.
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