Common use of Positive Pay Services Clause in Contracts

Positive Pay Services. If Customer elects to receive Positive Pay Services from Bank, Customer shall manually enter into, or import from Customer’s accounting system into, Bank’s online Cash Management System a file of checks issued each Business Day no later than 3:30 p.m. local time in New York, New York, or such time set forth in the User Guide, as amended from time to time. Bank or Bank’s third-party vendor will match all presented checks with at least the account number, serial number and dollar amount to determine if the check is valid and provide an electronic list of exceptions (the “Positive Pay Exception Report”) to Customer the following Business Day. Customer shall promptly review the Positive Pay Exception Report and provide a pay/no pay decision for all exceptions before the established Bank cutoff time of 2:00 p.m. local time in New York, New York, or such time set forth in the User Guide, as amended from time to time. In the event that Customer does not make a funding decision as to any exception item in the manner summarized above, Bank shall process the item based on the default decision selected by the customer, or Bank decision as policy may require. If there is a conflict in direction as to pay or not pay the item the item will be paid. Customer shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of Bank paying or returning any item as provided for in this Section II.C. This indemnification is in addition to any other indemnification rights that are provided for in this Agreement.