Common use of Customer Representations/Indemnity Clause in Contracts

Customer Representations/Indemnity. a) Customer represents and warrants to Bank that each Entry: (i) complies with the terms of this Agreement and NACHA Rules; (ii) does not breach any warranty of Customer or Bank contained in this Agreement and NACHA Rules; (iii) complies with Applicable Law, including, without limitation, the Electronic Funds Transfer Act, Regulation E and regulations overseen by OFAC; (iv) is accurate, timely, and authorized; and (v) that any Debit Entry is for a sum that on its Settlement Date is due and owing from the Receiver to Customer or is a correction of a previously transmitted erroneous Credit Entry. b) Customer 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 RDFI shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. c) If a Receiver alleges an error under the Electronic Fund Transfer Act, the Federal Reserve Board Regulation E or any other Applicable Law with regard to a Debit Entry, including a claim that a Debit Entry was unauthorized, Customer shall promptly investigate the claim of error and shall, upon Bank’s request, provide Bank with copies of all documentation relating to such error to allow for appropriate adjustments to the Receiver’s account, if any are required. d) With respect to each ACH Entry (regardless of SEC Code), Customer is deemed to make to Bank any representation or warranty that Bank makes, under Applicable Law and NACHA Rules to any person, Receiving Depository Bank, or any other transferee. e) Customer shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements.

Customer Representations/Indemnity. a) Customer represents and warrants to Bank that each Entry: (i) complies with the terms of this Agreement and NACHA Nacha Rules; (ii) does not breach any warranty of Customer or Bank contained in this Agreement and NACHA Nacha Rules; (iii) complies with Applicable Law, including, without limitation, the Electronic Funds Transfer Act, Regulation E and regulations overseen by OFAC; (iv) is accurate, timely, and authorized; and (v) that any Debit Entry is for a sum that on its Settlement Date is due and owing from the Receiver to Customer or is a correction of a previously transmitted erroneous Credit Entry. b) Customer 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 RDFI shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. c) If a Receiver alleges an error under the Electronic Fund Transfer Act, the Federal Reserve Board Regulation E or any other Applicable Law with regard to a Debit Entry, including a claim that a Debit Entry was unauthorized, Customer shall promptly investigate the claim of error and shall, upon Bank’s request, provide Bank with copies of all documentation relating to such error to allow for appropriate adjustments to the Receiver’s account, if any are required. dc) With respect to each ACH Entry (regardless of SEC Code), Customer is deemed to make to Bank any representation or warranty that Bank makes, under Applicable Law and NACHA Nacha Rules to any person, Receiving Depository Bank, or any other transferee. ed) Customer shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements.