Common use of Third Party Sender Clause in Contracts

Third Party Sender. If Customer is transmitting Entries as a third party vendor or processor on behalf of Originators (“Third Party Sender”), Customer agrees to be bound by the applicable terms provided in this Section and NACHA Rules. Customer warrants to Bank that the Third Party Sender has agreed to assume the responsibilities of an Originator under NACHA Rules and that ACH Entries shall not be initiated in violation of laws of the United States. Customer represents that it has executed an ACH agreement with each Originator and that the agreement binds the Originator to the NACHA Rules. Customer shall provide Bank with the list of Originators, copies of the agreements, and other information deemed reasonably necessary to identify the Originators. Bank reserves the right to review the list of Originators for which the Third Party Sender transmits Entries and to reject any in Bank’s sole discretion. As Third Party Sender, ▇▇▇▇▇▇▇▇ agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly from the failure of the Originator to perform its obligations as an Originator under NACHA Rules. Customer further agrees to assume all applicable responsibilities, warranties and liabilities of the ODFI, as specified in the NACHA Rules. Customer shall cooperate fully and respond within five (5) Business Days to any inquiry from Bank relating to potential NACHA Rule inquiries or violations.