Reso 2014-2242 - Laserfiche WebLink

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12. Overdrafts; Set -off. Bank may, but shall not be obligated to. complete any transaction in connection with providing the Services if there are insufficient available funds in Customer's Account(s) to complete the transaction. In the event any actions by Customer result in an overdraft in any of Customer's Accounts, including but not limited to Customer's failure to maintain sufficient balances in any of Customer's Accounts. Customer shall be responsible for repaying the overdraft immediately, without notice or demand. Bank has the right. in addition to all other rights and remedies available to it. to set off the unpaid balance of any amount owed it in connection with the Services against any debt owing to Customer by Bank. including, without limitation. any obligation under a repurchase agreement or any funds held at any time by Bank, whether collected or in the process of collection, or in any other Account maintained by Customer at. or evidenced by any certificate of deposit issued by, Bank. If any of Customer's Accounts become overdrawn, under- funded or for any reason contain a negative balance, then Bank shall have the right of set -off against all of Customer's Accounts and other property or deposit Accounts maintained at Bank, and Bank shall have the right to enforce its interests in collateral held by it to secure debts of Customer to Bank arising from notes or other indebtedness now or hereafter owing or existing under this AgreemenL whether or not matured or liquidated. 13. Transaction Limits. 13.1 In the event that providing the Services to Customer results in unacceptable credit exposure or other risk to Bank, or will cause Bank to violate any law. regulation. rule or order to which it is suhjecl. Bank may. in Bank's sole and exclusive discretion. without prior notice. limit Customer's transaction volume or dollar amount and refuse to execute transactions that exceed any such limit. or Bank may terminate any Service then being provided to Customer. 13.2 Customer shall. upon request by Bank from time to time, provide Bank with such financial information and statements and such other documentation as Bank reasonably determines to be necessary or appropriate showing Customer's financial condition, assets. liabilities, stockholder's equity, current income and surplus, and such other information regarding the financial condition of Customer as Bank may reasonably request to enable Bank to evaluate its exposure or risk. Any limits established by Bank hereunder shall be made in Banks sole discretion and shall be communicated promptly to Customer. 14. Term and Termination. 14.1 This Agreement shall be effective when (i) signed by an Authorized Representative of Customer and accepted by Bank, and (ii) Customer delivers to Bank all documents and information, including any Setup Form(s) and electronic data, reasonably required by Bank prior to commencing to provide the Services, or otherwise in accordance with the Contract, and shall terminate five (5) years thereafter ( "the Initial Term"). The parties may renew this Agreement by mutual written agreement for an additional five (5) year term (the "Extended Term'). Bank will determine the adequacy of such documentation and information in its sole discretion and may refuse to provide the Services to Customer until adequate documentation and information are provided. 14.2 This Agreement shall continue in effect as described in Section 14.1 unless and until terminated by either party with ten (10) Calendar Days prior written notice to the other, provided that Customer may terminate this Agreement or any Appendix immediately upon its receipt of notice from Bank of a change in or amendment of the provisions of this Agreement, the Services or any Appendix that is not acceptable to Customer, in accordance with Section 21 of this Agreement. Either party may terminate an Appendix in accordance with the provisions of this Section without terminating either this Agreement or any other Appendix. Upon termination of this Agreement or any Appendix, Customer shall. at its expense, return to Bank. in the same condition as when delivered to Customer. normal wear and tear excepted, all property belonging to Bank and all proprietary material delivered to Customer in connection with the terminated Service(s). Upon notification of termination prior to the end of the Initial Term or an Extended Term. Bank will continue to provide access to the Service(s) that are subject to termination for a period not to exceed ninety (90) Calendar Days to enable Customer to transition to another financial institution. During the 90 -day transition period, the Service Fees in effect at the time of notice of termination will remain unchanged. 14.3 If an Appendix is terminated in accordance with this Agreement. Customer must contact Cash Management Customer Care for instructions regarding the cancellation of all future dated payments and transfers. Bank may continue to make payments and transfers and to perform other Services that Customer has previously authorized or may subsequently authorize: hoxacver. Bank is not under any obligation to do so. Bank will not be liable if it chooses to make any payment or transfer or to perform any other Services that Customer has previously authorized or subsequently authorizes after an Appendix had terminated. 14.4 Notwithstanding the foregoing or otherwise contained in the Contract. Bank may, without prior notice, terminate this Agreement and terminate or suspend any Scrvice(s) provided to Customer pursuant hereto (i) if Customer or Bank closes any Account established in connection with the Service, (ii) if Bank determines that Customer has failed to maintain a financial condition deemed reasonably satisfactory to Bank to minimize any credit or other risks to Bank in providing Services to Customer, including the commencement of a voluntary or involuntary proceeding under the United States Bankruptcy Code or other statute or regulation relating to bankruptcy or relief of debtors. (iii) in the event of it material breach, default in the performance or observance of any term, or breach of any representation or 1" - of 6 Z 0613