Common use of Separation of Duties Clause in Contracts

Separation of Duties. The System provides you the ability to require that approval of certain Services take place before they can be processed. To increase your internal security, we recommend that the Company’s Primary Administrator assign dual control to initiate transactions such as Funds Transfers, ACH Originations, Wire Transfers, and ▇▇▇▇ Pay whenever possible. You represent and warrant that each of the entities listed on the Cash Management Application is under common ownership and/or control with you (each, a “Commonly Controlled Entity”), and each Commonly Controlled Entity has signed an Online Banking Application. You acknowledge and agree that, by including an entity on the application as a Commonly Controlled Entity, (i) your Accounts will be accessible to the Commonly Controlled Entities and you will have access to the Accounts of the Commonly Controlled Entities, and (ii) your (and your Commonly Controlled Entities’) Primary Administrator, Secondary Administrators and Authorized Users will be able to transfer funds among the Accounts of the Commonly Controlled Entities, and (iii) all checks issued to payees thru the ▇▇▇▇ Pay function for any of the Commonly Controlled Entities will have the name of the entity in which the Online Banking/Cash Management account has been established printed on the checks. You agree to designate as your Primary Administrator the same individual designated as such by each Commonly Controlled Entity (which individual shall be an officer of you and each Commonly Controlled Entity), and you agree that such Primary Administrator will only designate Authorized Users who are officers or employees of you and each Commonly Controlled Entity. You agree to defend, indemnify and hold us harmless from and against any and all actions, losses, liabilities, claims, damages or expenses (including, without limitation, attorneys’ fees, court costs and expenses) arising from or related to (i) your designation of an entity as a Commonly Controlled Entity, (ii) a Commonly Controlled Entity’s designation of you as commonly owned/controlled with it, or (iii) the transfer of funds from an Account maintained by you to an Account maintained by a Commonly Controlled Entity, or vice versa. You and all Commonly Controlled Entities shall be jointly and severally liable for this indemnity obligation.

Separation of Duties. The System provides you the ability to require that an approval of certain Services take place before they can be processed. To In order to increase your internal security, we recommend that the Company’s Primary Administrator assign dual control to initiate transactions such as Funds Transfers, ACH Originations, Wire Transfers, and ▇▇▇▇ Bill Pay whenever possible. You represent and warrant that each of the entities listed on the Cash Management Application is under common ownership and/or control with you (each, a “Commonly Controlled Entity”), and each Commonly Controlled Entity has signed an Online Banking Application. You acknowledge and agree that, by including an entity on the application as a Commonly Controlled Entity, (i) your Accounts will be accessible to the Commonly Controlled Entities and you will have access to the Accounts of the Commonly Controlled Entities, and (ii) your (and your Commonly Controlled Entities’) Primary Administrator, Secondary Administrators and Authorized Users will be able to transfer funds among the Accounts of the Commonly Controlled Entities, and (iii) all checks issued to payees thru the ▇▇▇▇ Bill Pay function for any of the Commonly Controlled Entities will have the name of the entity in which the Online Banking/Cash Management account has been established printed on the checks. You agree to designate as your Primary Administrator the same individual designated as such by each Commonly Controlled Entity (which individual shall be an officer of you and of each Commonly Controlled Entity), and you agree that such Primary Administrator will only designate Authorized Users who are officers or employees of you and of each Commonly Controlled Entity. You agree to defend, indemnify and hold us harmless from and against any and all actions, losses, liabilities, claims, damages or expenses (including, without limitation, attorneys’ fees, court costs and expenses) arising from or related to (i) your designation of an entity as a Commonly Controlled Entity, (ii) a Commonly Controlled Entity’s designation of you as commonly owned/controlled with it, or (iii) the transfer of funds from an Account maintained by you to an Account maintained by a Commonly Controlled Entity, or vice versa. You and all Commonly Controlled Entities shall be jointly and severally liable for this indemnity obligation.