Common use of Positive Pay File Clause in Contracts

Positive Pay File. Customer must submit a Positive Pay upload file to the Bank prior to the Positive Pay Upload File Cut-Off set forth in Section 19 on the business day of issuance of any checks in order for files to be updated through end-of-day processing. Only those checks listed on a validly prepared and uploaded Positive Pay File will be part of the Positive Pay Service. Any Positive Pay File uploaded after the Positive Pay Upload File Cut-Off set forth in Section 19 on a business day may not be included with the Bank’s end-of- day processing until the next business day. If there are checks reported on the Positive Pay File, the System will compare the check information from the checks listed on Customer’s Positive Pay File with the check information that is encoded on that business day’s presented checks that are presented to the Bank for payment against Customer’s account. This comparison will be done only on the business day presented checks are received by us. Also, the comparison will be done only against the checks that are on the Positive Pay File. It is Customer’s responsibility to submit the Positive Pay File in the proper format and time specifications as set forth in this Agreement. If the check information matches exactly, the System will treat the matching items as validly issued and properly payable, and will process those items for payment, assuming Customer has sufficient available funds in its account for the payment. If there are checks presented to the Bank on or as of that business day that do not match the check information as set forth in Customer’s Positive Pay File, the Bank will notify Customer of these mis-matched checks through Customer’s online access on the “Positive Pay History page.” The Bank will make the Positive Pay History page available to Customer each business day that the Bank receives presented checks through the System. The Positive Pay History page lists the items that did not match Customer’s Positive Pay File (an “Exception Check”). To have any Exception Check returned unpaid, Customer must review the Positive Pay History page, assign a “Return” decision and call the Bank with an instruction to return the Exception Check by the Bank’s established cut-off time. If an Exception Check is not assigned a “Return” decision on the Return Items File and Customer does not call the Bank with a return instruction before the Positive Pay Exceptions Review Cut-Off set forth in Section 19, on the business day following the day of presentment of the presented checks, the Bank will pay all presented checks, including but not limited to Exception Checks and non-matching items. If Customer either fails to call with an instruction to return an Exception Check or fails to list an Exception Check in a Return Items Report, the Bank may, but is not obligated to, return the Exception Check unpaid but the Bank will not be liable for not doing so. The Bank makes no representation or warranty regarding the effectiveness of the Exception Check Report, and makes the Exception Check Report available only as an accommodation to Customer. Customer agrees to indemnify, defend and hold the Bank harmless from every loss, liability and claim arising from information provided on, or excluded from, the Exception Check Report by the Bank. Customer understands that the fee for this Service has been established in contemplation of this indemnification clause. Customer may only use the Positive Pay Service of the Bank’s System as a mechanism to instruct the Bank to return presented checks listed on the Exception Check Report and not for any other checks, including those checks presented prior to or after the business day the Bank sends the Exception Check Report. If Customer wants to stop payment on any check, Customer must fill out a proper stop payment order. Customer agrees that the Positive Pay File will be sent in the format and medium, by deadline(s), at scheduled day(s), and at the places specified in this Agreement.

Positive Pay File. Customer must submit a Positive Pay upload file to the Bank prior to the Positive Pay Upload File Cut-Off set forth in Section 19 on the business day of issuance of any checks in order for files to be updated through end-of-day processing. Only those checks listed on a validly prepared and uploaded Check Positive Pay File will be part of the Check Positive Pay Service. Any Check Positive Pay File uploaded after the Check Positive Pay Upload File Cut-Off set forth in Section 19 on a business day may not be included with the Bank’s end-of- of-day processing until the next business day. If there are checks reported on the Check Positive Pay File, the System will compare the check information from the checks listed on Customer’s Check Positive Pay File with the check information that is encoded on that business day’s presented checks that are presented to the Bank for payment against Customer’s account. This comparison will be done only on the business day presented checks are received by us. Also, the comparison will be done only against the checks that are on the Check Positive Pay File. It is Customer’s responsibility to submit the Check Positive Pay File in the proper format and time specifications as set forth in this Agreement. If the check information matches exactly, the System will treat the matching items as validly issued and properly payable, and will process those items for payment, assuming Customer has sufficient available funds in its account for the payment. If there are checks presented to the Bank on or as of that business day that do not match the check information as set forth in Customer’s Check Positive Pay File, the Bank will notify Customer of these mis-matched checks through Customer’s online access on the “Check Positive Pay History page.” The Bank will make the Check Positive Pay History page available to Customer each business day that the Bank receives presented checks through the System. The Check Positive Pay History page lists the items that did not match Customer’s Check Positive Pay File (an “Exception Check”). To have any Exception Check returned unpaid, Customer must review the Check Positive Pay History page, assign a “Return” decision and call the Bank with an instruction to return the Exception Check by the Bank’s established cut-off time. If an Exception Check is not assigned a “Return” decision on the Return Items File and Customer does not call the Bank with a return instruction before the Check Positive Pay Exceptions Review Cut-Off set forth in Section 19, on the business day following the day of presentment of the presented checks, the Bank will pay all presented checks, including but not limited to Exception Checks and non-matching items. If Customer either fails to call with an instruction to return an Exception Check or fails to list an Exception Check in a Return Items Report, the Bank may, but is not obligated to, return the Exception Check unpaid but the Bank will not be liable for not doing so. The Bank makes no representation or warranty regarding the effectiveness of the Exception Check Report, and makes the Exception Check Report available only as an accommodation to Customer. Customer agrees to indemnify, defend and hold the Bank harmless from every loss, liability and claim arising from information provided on, or excluded from, the Exception Check Report by the Bank. Customer understands that the fee for this Service has been established in contemplation of this indemnification clause. Customer may only use the Check Positive Pay Service of the Bank’s System as a mechanism to instruct the Bank to return presented checks listed on the Exception Check Report and not for any other checks, including those checks presented prior to or after the business day the Bank sends the Exception Check Report. If Customer wants to stop payment on any check, Customer must fill out a proper stop payment order. Customer agrees that the Check Positive Pay File will be sent in the format and medium, by deadline(s), at scheduled day(s), and at the places specified in this Agreement.