Common use of Entry Requirements Clause in Contracts

Entry Requirements. Merchant assumes all responsibilities of an Originator under the NACHA Rules. Merchant will ensure that all proper authorizations are obtained and that all Laws are complied with regarding each Entry, including ensuring each authorization is understood by the counter-party and providing the counter-party with a copy of the executed authorization. Merchant will provide the counter-party with appropriate prior written notice when required by the NACHA Rules, including but not limited to notice of any amount changes or billing day changes associated with previously authorized or recurring Entries. Merchant will under no circumstances submit an Entry to Vantage which is not authorized or which is under dispute. Merchant will obtain and maintain all information regarding or related to an ACH transaction which may be required by Vantage or under the NACHA Rules. Merchant will retain the original authorization for the longer of: five (5) years after such authorization has expired; or the period of time required by the NACHA Rules or any Laws. To the extent it prepares the Entries, Merchant will format each Entry in accordance with the NACHA Rules and the Policies (defined below) by the cutoff time established (and as may be modified) by Vantage. Entries not received by the cutoff time will be processed on the next business day. Each Entry must specify Merchant as the Originator. Vantage may refuse to process any Entry which Vantage, in its sole discretion, believes to violate any Rule, lacks sufficient records or authorization, or otherwise is not prepared in accordance with this Agreement. Vantage may, at its sole discretion, process the Entries in any order and select the routes and ODFIs for the processing of the Entry and the transfer of related funds. Vantage may, at its sole discretion, establish or modify limits on the aggregate dollar volume of unsettled Entries permitted to be outstanding at any time, and will communicate such limits to Merchant. Merchant will not submit any Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits. If Merchant does submit an Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits, Vantage may, in its sole discretion, reject such Entry or suspend such Entry and process the Entry once a sufficient amount of the outstanding Entries have settled such that submission and processing would not cause Merchant to exceed the set limits. Vantage may, on a case by case basis and at its sole discretion, make an exception and process one or more Entries which would cause Merchant to exceed its limits.

Appears in 3 contracts

Samples: Sub Merchant Agreement, Sub Merchant Agreement, Sub Merchant Agreement

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Entry Requirements. Merchant assumes all responsibilities In connection with Tenant’s entry onto the Premises pursuant to this Section 5.3 above and as a condition thereto, Tenant shall secure and maintain, and cause each of an Originator under its contractors entering upon the NACHA RulesPremises in connection with the Tenant’s Work to maintain, at Tenant’s sole cost, a commercial general liability and property damage insurance policy covering Tenant’s and Tenant Agent’s activities on the Premises, which shall conform with the provisions of Section 17 of the Lease. Merchant will ensure that all proper authorizations are obtained and that all Laws are complied with regarding each EntryTenant Portions of this Exhibit, including ensuring each authorization is understood indicated by the counter-party xxxx “[***],” were omitted and providing have been filed separately with the counter-party with a copy Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the executed authorizationSecurities Exchange Act of 1934, as amended. Merchant will provide the counter-party with appropriate prior written notice when and its contractors shall maintain workers’ compensation insurance as required by law. The insurance policies to be provided by Tenant hereunder shall name Landlord and Alexandria Real Estate Equities, Inc. as additional insureds and shall conform with the NACHA Rules, including but not limited to notice requirements of any amount changes or billing day changes associated with previously authorized or recurring Entries. Merchant will under no circumstances submit an Entry to Vantage which is not authorized or which is under dispute. Merchant will obtain Section 22.4 of the Lease and maintain all information regarding or related to an ACH transaction which may Tenant shall be required to notify Landlord not later than thirty (30) days’ prior to any termination of such policies if such termination will become effective prior to the Term Commencement Date. All insurance policies of Tenant and its contractors shall be on a per project basis. Tenant shall deliver to Landlord certificates of such insurance as a condition precedent to Tenant’s entry onto the Premises pursuant to Section 5.3.1 above. Landlord and Tenant shall cause their respective contractors to reasonably cooperate with each other in the exercise of their rights of entry under this Section 5.3. Tenant and any of Tenant’s Agents entering upon the Premises hereunder shall comply with all established jobsite and safety rules and practices of Landlord’s contractor and Landlord until completion of the Non-TI Project Improvements and acceptance thereof by Vantage Tenant. If Landlord determines in good faith that the entry or under activities of Tenant upon the NACHA Rules. Merchant will retain the original authorization for the longer of: five (5) years after such authorization has expired; Project or the period Premises hereunder is materially interfering with or delaying the completion of time required by the NACHA Rules Non-TI Project Improvements or any Laws. To the extent it prepares the Entriesinspections or issuance of final approvals by applicable governmental authorities, Merchant will format each Entry in accordance with the NACHA Rules and the Policies (defined below) by the cutoff time established (and as Landlord may be modified) by Vantage. Entries not received by the cutoff time will be processed on the next business day. Each Entry must specify Merchant as the Originator. Vantage may refuse upon notice to process any Entry which Vantage, in its sole discretion, believes to violate any Rule, lacks sufficient records or authorization, or otherwise is not prepared in accordance with this Agreement. Vantage may, at its sole discretion, process the Entries in any order and select the routes and ODFIs for the processing of the Entry and the transfer of related funds. Vantage may, at its sole discretion, establish or modify limits on the aggregate dollar volume of unsettled Entries permitted to be outstanding at any time, and will communicate such limits to Merchant. Merchant will not submit any Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits. If Merchant does submit an Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits, Vantage may, in its sole discretion, reject such Entry or Tenant suspend such Entry entry and process the Entry once a sufficient amount of the outstanding Entries have settled such that submission and processing would not cause Merchant to exceed the set limits. Vantage may, on a case by case basis and at its sole discretion, make an exception and process one or more Entries which would cause Merchant to exceed its limitsactivities.

Appears in 1 contract

Samples: Lease Agreement (Ariad Pharmaceuticals Inc)

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Entry Requirements. Merchant assumes all responsibilities of an Originator under the NACHA Rules. Merchant will ensure that all proper authorizations are obtained and that all Laws are complied with regarding each Entry, including ensuring each authorization is understood by the counter-party and providing the counter-party with a copy of the executed authorization. Merchant will provide the counter-party with appropriate prior written notice when required by the NACHA Rules, including but not limited to notice of any amount changes or billing day changes associated with previously authorized or recurring Entries. Merchant will under no circumstances submit an Entry to Vantage which is not authorized or which is under dispute. Merchant will obtain and maintain all information regarding or related to an ACH transaction which may be required by Vantage or under the NACHA Rules. Merchant will retain the original authorization for the longer of: five (5) years after such authorization has expired; or the period of time required by the NACHA Rules or any LawsLaw. To the extent it prepares the Entries, Merchant will format each Entry in accordance with the NACHA Rules and the Policies (defined below) by the cutoff time established (and as may be modified) by Vantage. Entries not received by the cutoff time will be processed on the next business day. Each Entry must specify Merchant as the Originator. Vantage may refuse to process any Entry which Vantage, in its sole discretion, believes to violate any Rule, lacks sufficient records or authorization, or otherwise is not prepared in accordance with this Agreement. Vantage may, at its sole discretion, process the Entries in any order and select the routes and ODFIs for the processing of the Entry and the transfer of related funds. Vantage may, at its sole discretion, establish or modify limits on the aggregate dollar volume of unsettled Entries permitted to be outstanding at any time, and will communicate such limits to Merchant. Merchant will not submit any Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits. If Merchant does submit an Entry which would cause the aggregate dollar volume of unsettled Entries to exceed such limits, Vantage may, in its sole discretion, reject such Entry or suspend such Entry and process the Entry once a sufficient amount of the outstanding Entries have settled such that submission and processing would not cause Merchant to exceed the set limits. Vantage may, on a case by case basis and at its sole discretion, make an exception and process one or more Entries which would cause Merchant to exceed its limits.

Appears in 1 contract

Samples: Sub Merchant Agreement

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