Common use of Your Representations and Warranties Regarding ACH Entries Clause in Contracts

Your Representations and Warranties Regarding ACH Entries. Each time you originate an Entry, you represent and warrant to us that: (i) each person showing as the Receiver on an Entry has authorized the transaction and the debiting or crediting of the designated account in the amount shown and on the Effective Entry Date designated on the Entry; (ii) such authorization is in writing and signed by or similarly authenticated for all Debit Entries; (iii) you have taken commercially reasonable measures to authenticate the Receiver; (iv) such authorization is operative at the time of transmittal to us; (v) Entries transmitted to us by you are in accordance with all requirements of this Agreement and the ACH Rules; (vi) you will perform all your obligations hereunder in accordance with all the ACH Rules and all other applicable laws and regulations, including Regulation E of the Federal Reserve Board and the sanctions and laws administered by the federal Office of Foreign Assets Control (“OFAC”); (vii) you are bound by and will comply with the ACH Rules and Requirements in effect from time to time, including without limitation the provision of the ACH Rules that makes payment of an Entry provisional until final settlement, and you specifically agree that if settlement is not received, we will be entitled to reverse such transaction. You further agree to indemnify us from and against any losses or expenses we may incur as a result of any breach of these representations and warranties. In the event you violate any applicable Rules or regulations and a fine is imposed on us due to your negligence, whether caused willfully, by negligence or otherwise, we may charge, and you agree to pay, such fine, including fees for research, attorney’s charges and other related costs to the violation.