Payment Approvals. Payment Approval allows for the ability to configure transaction dollar amount thresholds and other business rules that will require payments of a certain dollar amount (or in a range) to be approved before being released for processing. Depending on the method of upload for the payment instruction file, (secure FTP or manually uploading to the integrated payables customer portal) when the file is imported, the amount of each of the payments is reviewed by the system and the Approval Rules that have been established in the Application Configuration. Any payments that fall under one of the rules will be placed on Hold, with the status of the file showing “Awaiting Approval”. You must access the Integrated Payables customer portal through Business Online Banking, as more specifically described in the Integrated Payables Service Schedule reference materials and approve the files for further processing. You understand and agree that the Bank recommends use of payment approvals and if you elect not to use payment approvals, such election shall be at your own risk and you will assume the full risk of unauthorized access that could have been prevented, be it internal to Customer, through the internet, or otherwise. Risk of Delivery The Bank shall have no responsibility for any checks once delivered to the United States Postal Service or a courier. You assume all risks associated with delays caused by complications arising in the transmission of the Data Files and delays in postal service or courier service, except when such delays are caused by the Bank’s failure to provide the checks by the delivery time or to transmit an ACH entry by the appropriate ACH processing cutoff time, to transmit a wire transfer entry by the appropriate wire transfer processing cutoff time, or to process a virtual card transaction by the appropriate cutoff time, provided you submitted the payment data for such payments to the Bank in a timely manner. Cutoff times for each payment method will be disclosed to you in the Appendix.
Payment Approvals. Master Licensee undertakes to use its commercially reasonable efforts to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Master Licensee's obligation to make payments in Dollars as required hereunder. In the event Master Licensee cannot make any payment in Dollars because any such authorization or approval is not available under applicable Legal Requirements or has been withdrawn for reasons other than the misconduct of Master Licensee, Company shall have the right in its sole discretion to: (a) require Master Licensee to pay Dollar amounts due through account(s) maintained by Master Licensee in a country from which Dollar payments may be made, with costs of exchange into the intermediate currency deducted from the amount due Company; or (b) allow Master Licensee to suspend performance of its obligation to make payment in Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (1) -------- Master Licensee shall pay all amounts due and owing to Company under this Agreement in local currency to an account maintained by Company at its expense in the Territory and (2) Master Licensee may propose to Company countertrade transactions in respect of such local currency, which Company may accept or reject. As soon as possible after such authorization or approval becomes available or is reinstated Master Licensee shall resume making payments in Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than two (2) years, Company shall have the right, in its sole discretion, to terminate this Agreement as to such Country upon ninety (90) days written notice to Master Licensee without penalty or the obligation to purchase any Franchise Agreement, thereby deleting the Country from the Territory. The other countries in the Territory shall continue to be the subject of this Agreement unless and until this Agreement has been terminated as to all countries in the Territory.
Payment Approvals. 23 9. SYSTEM STANDARDS/MANUALS ................................................ 25 9.1 System Standards and Development of Territory System Standards Manual ............................................. 25 9.2 Modification of the Territory System Standards Manual .......... 26 10. MARKS .................................................................. 26 10.1
Payment Approvals. 24 ------------------
Payment Approvals. 27 SECTION 7.8 Additional Financial Statements......................................... 27 SECTION 7.9
Payment Approvals. The Major Shareholder shall cause the ----------------- shareholders of the Corporation to approve, in accordance with the requirements of Section 280G(b)(5)(B) of the Code, any payments which are contingent upon, or related to, the transactions contemplated hereunder and which could be "excess parachute payments" for Federal income tax purposes under Section 280G of the Code.
