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

Company Representations and Agreements; Indemnity. (a) Company represents to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Company are limited to the types of Credit Entries and Debit Entries set forth in Schedule E to this Exhibit, (iv) Company shall perform its obligations under this Exhibit in accordance with all Applicable Laws, (v) Company shall have each Merchant enter into an agreement with Company, in form and substance satisfactory to Bank and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment by the Merchant that Entries may not be initiated that violate the laws of the United States, and (vi) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and specifically acknowledges that it has received notice of that ACH Rule and of the fact that, if such settlement is not received, the 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 Entry.

Company Representations and Agreements; Indemnity. (a) With respect to each and every Entry initiated by Company, Company represents and warrants to Bank Financial Institution and agrees that (ia) each person shown as the Receiver on an Entry received by Bank Financial Institution from Company has authorized the initiation of such Entry and the crediting or crediting/debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (iib) such authorization is operative at the time of transmittal, crediting transmittal or crediting/debiting by Bank Financial institution as provided herein, (iiic) Entries transmitted to Bank Financial Institution by Company are limited to the those types of Credit Entries and Debit Entries set forth in Schedule E “A” attached hereto, as amended from time to this Exhibit, time (ivd) Company shall perform its obligations under this Exhibit Agreement in accordance with all Applicable Lawsapplicable laws and regulations, (v) Company shall have each Merchant enter into an agreement with Companyincluding the Electronic Fund Transfers Act and CFPB Regulation E, in form Texas Business and substance satisfactory to Bank Commerce Code Chapter 4A, and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment sanctions laws administered by the Merchant that Entries may not be initiated that violate the laws United States Department of the United StatesTreasury, Office of Foreign Assets Control, and (vie) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and . Company specifically acknowledges that it has received notice of that ACH the Rule regarding provisional payment and of the fact that, if such settlement is not received, the 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 Entry. Company shall indemnify defend, and hold Financial Institution (including its directors, officers, employees, and agents) harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements.