ACH Debit or Credit Transactions. (a) Seller will use its reasonable best efforts to provide to Purchaser on the Closing Date all of those automated clearing house (“ACH”) originator arrangements related (by agreement or other standing arrangement, if any) to the Deposits that are in Seller’s ACH systems and will use its reasonable best efforts to so transfer any other such arrangements. For a period of sixty (60) calendar days following the Closing, in the case of ACH debit or credit transactions (“ACH Entries”) to accounts constituting Deposits (the final Business Day of such period being the “ACH Entries Cut-Off Date”), Seller shall transfer to Purchaser all received ACH Entries by 9:00 a.m., Eastern time (or such other mutually agreed upon time), each Business Day. Such transfers shall contain ACH Entries effective for that Business Day only. Purchaser shall be responsible for returning ACH Entries to the originators through the ACH clearing house for ACH Entries that cannot be posted for any reason, including as a result of insufficient funds in the applicable Deposit account or the applicable Deposit account being closed. Purchaser shall provide an ACH Entries test file to Seller for validation of format at least fourteen (14) calendar days prior to the Closing Date. Compensation for ACH Entries not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the ACH Entries Cut-Off Date, Seller may discontinue forwarding ACH Entries and funds and return such ACH Entries to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new ACH Entries arrangements related to the Branches. At the time of the ACH Entries Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.
ACH Debit or Credit Transactions. (a) Seller will provide to Purchaser on the Closing Date all of those automated clearing house (“ACH”) originator arrangements related (by agreement or other standing arrangement, if any) to the Deposits that are in Seller’s ACH systems and will use its reasonable
ACH Debit or Credit Transactions. On the Closing Date, and on each business day during the ninety (90) day period following the Closing Date, Seller will deliver to Buyer a NACHA-formatted file of all Automated Clearing House (“ACH”) credit and debit records containing a current day effective date, which Seller, in the exercise of its reasonable efforts, is able to identify. Seller shall transmit this information to Buyer each business day as soon as practicable, but no later than 7:30 A.M. Central Time for those transactions in the two early morning Fed windows and by midnight Central Time for those transactions in the last two Fed windows. Seller shall post the transactions to the Due to Account for settlement purposes. Buyer will be responsible for crediting and debiting customers with ACH transactions in the accounts. On a daily basis within the agreed-upon timeframe, Buyer will provide Seller with new routing/transit and account number detail for all ACH transactions received, allowing Seller to perform timely “Notifications of Change” to originators. On a daily basis within the agreed-upon timeframe, Buyer will also provide Seller with specifics on any ACH transactions that must be returned. Following ninety (90) days after the Closing Date, Seller will discontinue accepting and forwarding ACH transactions to Buyer. Transactions will be returned to the originators marked “No Account Found” included as the reason for the return.
