Common use of Company Representations and Agreements; Indemnity Clause in Contracts

Company Representations and Agreements; Indemnity. With respect to each and every Entry initiated by the Company, Company represents and warrants to Bank and agrees that (a) each person shown as the Receiver and each Entry has been properly authorized, (b) such authorization is operative at the time of transmittal or crediting/debiting by Bank as provided herein, (c) Entries transmitted to Bank by Company are limited to those types of Credit or Debit Entries set forth in Section 11, Wire Transfer Requests: Transmittal of Entries By Company and Section 16, ACH Origination: Transmittal of ACH Entries By Company, (d) Company shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, and (e) Company shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provisional payment of an Entry by the Receiving Depository Financial Institution to the Receiver is provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry. Company specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements. It shall be the responsibility of the Company that the origination of ACH transactions and Wire Transfer requests comply with U.S. law. This includes, but is not limited to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC.).

Company Representations and Agreements; Indemnity. With The Company represents and warrants to the Third Party Sender and Financial Institution all warranties the Third Party Sender and Financial Institution is deemed by the Rules, or applicable law or regulations, to make with respect to Entries originated by the Company. Without limiting the foregoing and without respect to each and every Entry initiated by the Company, the Company represents and warrants to Bank Third Party Sender and Financial Institution and agrees that (a) each person shown as the Receiver Entry is accurate, is timely, and each Entry has been properly authorizedduly authorized by the party whose account will be credited or debited, and otherwise complies with the Rules or applicable law or regulation; (b) such authorization is operative at the time of transmittal or crediting/debiting by Bank as provided herein, (c) Entries entries transmitted to Bank Third Party Sender and Financial Institution by Company are limited to those types of Credit or Debit credit and debit Entries set forth in Section 11Schedule ;(b) each debit Entry is for a sum which, Wire Transfer Requests: Transmittal of Entries By on the settlement date with respect to it, will be owing to the Company and Section 16from the party whose account will be debited, ACH Origination: Transmittal of ACH Entries By is for a sum specified by such party to be paid to the Company, or is a correction of a previously transmitted erroneous credit Entry; (c) the Company has complied with all prenotification requirements of the Rules; (d) the Company has and will comply with the terms of the Electronic Funds Transfer Act, if applicable, Uniform Commercial Code Article 4A, if applicable, as well as Federal Reserve Board Regulation J, if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations, regulations including the laws and regulations administered by the OFAC; and (e) Company shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provisional provision making payment of an Entry by the Receiving Depository Financial Institution to the Receiver is provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry. Company specifically acknowledges that it has received notice of the Rule regarding Rules with regard to provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. The Company agrees to periodically provide financial information or authorization to verify the Company’s creditworthiness by an alternative means as may be deemed necessary by the Third Party Sender and Financial Institution. The Company does hereby agree to and shall indemnify Bank indemnify, hold harmless and defend, without limitation, the Third Party Sender and Financial Institution from and against any lossand all demands, claims, loses, liability or expense (including attorneys’ fees attorney’s fee and expensescosts) resulting from or relating to, arising out of or involving any breach of the representations and warranties or set forth in this Agreement. The Company does hereby agree that the Third Party Sender and Financial Institution shall be by covenant indemnified, held harmless and defended by the Company, and shall be shielded from and against any and all claims for damages, of any nature and from any source, arising out of, relating to, or involving any breach of the foregoing representations representations, warranties, covenants or agreements. It shall be the responsibility of the Company that the origination of ACH transactions and Wire Transfer requests comply with U.S. law. This includes, but is not limited to sanctions enforced agreements set forth in this Agreement by the Office of Foreign Assets Control (“OFAC”). It shall further be Company, or the responsibility failure of the Company to obtain information regarding such OFAC enforced sanctions (This information may be obtained directly from comply with the OFAC Compliance Hotline at 800-540-OFACterms of this Agreement, the Rules, or any and all other applicable laws or regulations. The provisions of this Section 13 shall survive termination of this Agreement.).

Company Representations and Agreements; Indemnity. With respect to each and every Entry initiated transmitted by the Company, the Company represents and warrants to Bank the Financial Institution and agrees that (a) each person shown as the Receiver on an Entry received by the Financial Institution from the Company has authorized the initiation of such Entry and each the crediting or debiting of its account in the amount and on the Effective Entry has been properly authorizedDate shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting/crediting or debiting by Bank the Financial Institution as provided herein, (c) Entries transmitted to Bank the Financial Institution by the Company are limited to those types of Credit or Debit Entries entries set forth in Section 11, Wire Transfer Requests: 4 (Transmittal of Entries By Company and Section 16, ACH Origination: Transmittal of ACH Entries By by Company), (d) the Company shall perform its obligations under this Agreement in accordance with all applicable laws and laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered by FinCEN; restrictions imposed under the Unlawful Internet Gambling Enforcement Act; and any state laws, regulations, or orders applicable to the providers of ACH payment services, (e) the Company shall be bound by and comply with the provision of the Rules as in effect from time to time, including, without limitation, (among other provisions of the provisional Rules) making payment of an Entry entry by the Receiving Depository Financial Institution to the Receiver is provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entryentry. The Company specifically acknowledges that it has received notice of the Rule rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and the Company shall not be deemed to have paid the Receiver the amount of the Entry. The Company shall indemnify Bank the Financial Institution against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations warrants, representation, or agreements. It shall , and (f) the Company agrees that the Entry will be the sole form of exchange of funds for the transaction. If the Company issues a second form of exchange of funds (e.g. checks, wire transfers) and both forms are paid, the Company will be responsible for both exchanges of funds, and it will be the Company’s responsibility to recover the funds from the Receiver. The Bank has a responsibility to monitor ACH originated activity for unusual or suspicious trends. Any such activity will be reported to a bank official and based on the risk factors the bank may present its findings to the Company. This may lead to the Bank conducting an audit of the Company that the origination of ACH transactions and Wire Transfer requests comply with U.S. law. This includesCompany’s process/procedures, but is not limited which may ultimately lead to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility termination of the Company to obtain information regarding such OFAC enforced sanctions (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFACCompany’s ACH origination authority and its depository relationship.).

Company Representations and Agreements; Indemnity. With respect to each and every Entry initiated transmitted by the Company, Company represents and warrants to Bank PRIORITY and agrees that (ai) each person shown as the Receiver on an Entry received by PRIORITY from Company has authorized the initiation of such Entry and each the crediting or debiting of its account in the amount and on the Effective Entry has been properly authorizedDate shown on such Entry, (bii) such authorization is operative at the time of transmittal or crediting/crediting or debiting by Bank PRIORITY as provided herein, (ciii) Entries entries transmitted to Bank PRIORITY by Company are limited to those types of Credit or Debit credit and debit Entries set forth in Section 11, Wire Transfer Requests: Transmittal of Entries By Company and Section 16, ACH Origination: Transmittal of ACH Entries By Company11 MERCHANT INITIALS PROCESSOR INITIALS 6, (div) Company shall perform its obligations under this Agreement in accordance with all applicable laws and laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC, laws, regulations, or orders applicable to the FinCEN; laws applicable to the Unlawful Internet Gambling Enforcement Act, and any state laws, regulations, or orders applicable to the providers of ACH payment services, and (ev) Company shall be bound by and comply with the provision of the Rules as in effect from time to time, including, without limitation, (among other provisions of the provisional Rules) making payment of an Entry entry by the Receiving Depository Financial Institution RDFI to the Receiver is provisional until receipt by the Receiving Depository Financial Institution RDFI of final settlement for such Entryentry. Company specifically acknowledges that it has received notice of the Rule rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entryentry. Company shall indemnify Bank PRIORITY against any loss, liability or expense (including attorneys’ attorney’s fees and expensescosts) resulting from or arising out of any breach of any of the foregoing representations warranties, representations, or agreements. It » Company bears all responsibility for its own employees’ actions while in Company’s employ. Company shall be the responsibility of the Company that the origination of ACH transactions indemnify and Wire Transfer requests comply with U.S. law. This includeshold harmless PRIORITY and its officers, directors, employees and agents, from and against any and all claims, demands, actions, losses, damages, liabilities, expenses, expenditures, and costs including but is not limited to sanctions enforced attorney’s fees and other costs of defense, including settlement costs, that relate to or result from (i) any material breach of Company’s representations and warranties contained herein, (ii) any alleged violation by the Office Company of Foreign Assets Control (“OFAC”). It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC.).any applicable law, Rule or Regulation, or

Company Representations and Agreements; Indemnity. With respect to each and every Entry initiated by the Company, Company represents and warrants to Bank Financial Institution and agrees that (a) each person shown as the Receiver on an Entry received by Financial Institution from Company has authorized the initiation of such Entry and each the debiting and/or crediting of its account in the amount and on the Effective Entry has been properly authorizedDate shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting/debiting crediting by Bank Financial Institution as provided herein, (c) Entries transmitted to Bank Financial Institution by Company are limited to those types of Credit or Debit debit and credit Entries set forth in Section 11, Wire Transfer Requests: Transmittal of Entries By Company and Section 16, ACH Origination: Transmittal of ACH Entries By Company, Schedule A (d) Company shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, including the sanctions laws administered by OFAC, the Electronic Funds Transfer Act (if applicable) and the Uniform Commercial Code Article 4A and (e) Company shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provisional provision making payment of an Entry by the Receiving Depository Financial Institution to the Receiver is provisional “provisional” until receipt by the Receiving Depository Financial Institution of final settlement for such Entry. Company specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify Bank Financial Institution against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements. It shall be the responsibility If applicable, any credit given by this Financial Institution to Company with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If Financial Institution does not receive such final settlement, Company is hereby notified and agrees that this Financial Institution is entitled to a refund of the amount credited to Company that in connection with such entry, and the origination of ACH transactions and Wire Transfer requests comply with U.S. law. This includes, but is not limited party making payment to sanctions enforced by Company via such entry (i.e. the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility originator of the entry) shall not be deemed to have paid Company to obtain information regarding in the amount of such OFAC enforced sanctions (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFACentry.).