Entry Information. The total dollar amount of an ACH Transfer request transmitted by COMPANY to the BANK on any one day shall not exceed the amount listed in the Exposure Limits table in this Addendum. The COMPANY will electronically submit the ACH Transfer request to the BANK via the System no later than the established cut off time of the first or second Business Day before the Settlement Date. If the System is unavailable, an individual may deliver the data necessary for the ACH Transfer request on a CD directly to the BANK. Data submitted via CD must be provided in the NACHA file format and delivered prior to the established cut off time in order to be processed. Additionally, the COMPANY must provide an attached listing of the total dollar amount of the ACH Transfers contained within the CD and the effective posting date of each. Such CD shall be delivered by the Authorized Contact to the following address and representative for the BANK: Unless the COMPANY is required to prefund its Eligible Account prior to executing an ACH Transfer, the COMPANY shall provide immediately available funds to cover any Credit Entry not later than the Settlement Date applicable thereto. The COMPANY will receive available funds for any electronic Debit Entry on the Settlement Date applicable thereto. If any Debit Entry is rejected by the Receiving Bank or if any adjustment memorandum that relates to any Entry is received by BANK after the BANK has permitted the COMPANY to withdraw funds in the amount thereof the COMPANY will promptly provide immediately available funds to indemnify the BANK. The COMPANY will indemnify BANK if the BANK incurs any loss or liability on account of a breach, with respect to any Entries initiated by COMPANY and of any of the warranties of an ODFI contained in the Rules, except due to the BANK’S own negligence. In the event the COMPANY incurs any loss due to mishandling of a particular Entry/ Entries, the BANK’S liability to the COMPANY shall be limited to liability for its own willful misconduct and the amount recoverable by the BANK from the ACH, any indemnity agreement or any third party pursuant to the Rules. The COMPANY shall assume full liability for any action made by any third party processor used by the COMPANY at its discretion to initiate Entries on its behalf. Entries will be made only to an Eligible Account(s) held at the BANK or accounts at other Participating Banks as defined by the Rules. All Entries shall be initiated by the COMPANY in accordance with this Agreement, this Addendum and in accordance with the Rules, including the section of the Rules entitled "Rights and Obligations of Companies." All Entries shall be received, processed and transmitted by the BANK pursuant to the Rules. The BANK'S obligation in connection with the making of Entries shall be those of an ODFI under the Rules, unless otherwise specifically provided herein. The BANK may reject any Entry/Entries if the COMPANY does not have sufficient funds or if an Entry does not comply with OFAC requirements, any applicable state or federal laws, or any provision of the Agreement or this Addendum.
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Sources: Cash Management Agreement
Entry Information. The total dollar amount of an ACH Transfer request transmitted by COMPANY to the BANK on any one day shall not exceed the amount listed in the Exposure Limits table in this Addendum. The COMPANY will electronically submit the ACH Transfer request to the BANK via the System no later than the established cut off time of the first or second Business Day before the Settlement Date. If the System is unavailable, an individual identified as an Authorized Contact in Addendum A may deliver the data necessary for the ACH Transfer request on a CD directly to the BANK. Data submitted via CD must be provided in the NACHA file format and delivered prior to the established cut off time in order to be processed. Additionally, the COMPANY must provide an attached listing of the total dollar amount of the ACH Transfers contained within the CD and the effective posting date of each. Such CD shall be delivered by the Authorized Contact to the following address and representative for the BANK: Unless the COMPANY is required to prefund its Eligible Account prior to executing an ACH Transfer, the COMPANY shall provide immediately available funds to cover any Credit Entry not later than the Settlement Date applicable thereto. The COMPANY will receive available funds for any electronic Debit Entry on the Settlement Date applicable thereto. If any Debit Entry is rejected by the Receiving Bank or if any adjustment memorandum that relates to any Entry is received by BANK after the BANK has permitted the COMPANY to withdraw funds in the amount thereof the COMPANY will promptly provide immediately available funds to indemnify the BANK. The COMPANY will indemnify BANK if the BANK incurs any loss or liability on account of a breach, with respect to any Entries initiated by COMPANY and of any of the warranties of an ODFI contained in the Rules, except due to the BANK’S own negligence. In the event the COMPANY incurs any loss due to mishandling of a particular Entry/ Entries, the BANK’S liability to the COMPANY shall be limited to liability for its own willful misconduct and the amount recoverable by the BANK from the ACH, any indemnity agreement or any third party pursuant to the Rules. The COMPANY shall assume full liability for any action made by any third party processor used by the COMPANY at its discretion to initiate Entries on its behalf. Entries will be made only to an Eligible Account(s) held at the BANK or accounts at other Participating Banks as defined by the Rules. All Entries shall be initiated by the COMPANY in accordance with this Agreement, this Addendum and in accordance with the Rules, including the section of the Rules entitled "Rights and Obligations of Companies." All Entries shall be received, processed and transmitted by the BANK pursuant to the Rules. The BANK'S obligation in connection with the making of Entries shall be those of an ODFI under the Rules, unless otherwise specifically provided herein. The BANK may reject any Entry/Entries if the COMPANY does not have sufficient funds or if an Entry does not comply with OFAC requirements, any applicable state or federal laws, or any provision of the Agreement or this Addendum.
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