Applicable Law/Operating Procedures. The Bank Companies shall at all times during the Term comply in all material respects with Applicable Law affecting their obligations under this Agreement and the Operating Procedures. Bank shall at all times during the Term maintain a federal bank charter and continue its existence as a bank under the laws of the United States.
Applicable Law/Operating Procedures. The Company shall at all times during the Term and continuing until the end of the Termination Period (A) comply in all material respects with Applicable Law affecting its rights and obligations under this Agreement and be responsible for compliance with Applicable Law of any aspect of the Program that was imposed by the Company on the Bank in accordance with the Company’s breaking of a deadlock with respect to any element of operations because such element of operations was an Unapproved Matter that was a Company Matter, and (B) comply in all material respects with its obligations pursuant to the Operating Procedures. Except as otherwise provided herein, the Company shall retain any applicable liability for compliance with law pertaining to its business as a retailer (including laws with respect to the sale of illegal Goods and Services and state laws designed to prevent unlawful gambling). Notwithstanding the foregoing, the Company shall have no liability hereunder for a failure to comply with requirements of Applicable Law related to the Credit Cards or Accounts or their solicitation, associated documentation or servicing or maintenance if the Bank is required to, but has not notified the Company of such requirement of Applicable Law.
Applicable Law/Operating Procedures. (i) The Bank shall at all times during the Term and continuing until the end of the Termination Period (A) comply in all material respects with Applicable Law affecting its rights and obligations under this Agreement, (B) comply in all material respects with the Risk Management Policies, Collections Policies and Operating Procedures and (C) ensure that the operation of the Program does not contravene or conflict with Applicable Law or the rights of third parties; provided that, the Bank shall have no responsibility for the compliance of the Program with Applicable Law with respect to, and no liability for, any element of such operations that was imposed by the Company on the Bank in accordance with the Company’s breaking of a deadlock with respect to such element of operations because such element of operations was an Unapproved Matter that was a Company Matter.
(ii) The Bank shall provide the Company with reasonable advance notice of any changes in Applicable Law that would apply to the Company as a result of its participation in the Program (or if advance notice is not practicable, the Bank shall give such notice as soon as practicable, and in such event the Company shall not be responsible for complying with such changes unless and until a reasonable time after receipt of such notice so as to permit the Company to achieve such compliance); provided, however that in no event shall the Company be relieved of its indemnification obligations set forth in subsection (i) of Section 18.1(g).
Applicable Law/Operating Procedures. The NMG Companies shall at all times during the Term comply in all material respects with Applicable Law affecting their obligations under this Agreement and the Operating Procedures.
Applicable Law/Operating Procedures. (a) Servicer shall, and shall cause its Affiliates and subservicers that it uses to perform any of its obligations under this Agreement to, comply with this Section 4.08 at all times during the Term:
(i) Such Persons shall comply in all material respects with Applicable Law affecting their obligations under this Agreement and the Operating Procedures. The Parties acknowledge and agree that Bank shall be obligated to inform Servicer in writing of any changes in Applicable Law affecting such obligations that are adopted or implemented following the Effective Date.
(ii) Such Persons shall comply with the Program Policies and Procedures.
(b) Servicer shall, and shall cause its Affiliates and shall use commercially reasonable efforts to cause the subservicers that it uses to perform any of its obligations under this Agreement to, (A) maintain reasonable evidence (including training materials) of its compliance with the provisions of this Section 4.08, and (B) cooperate with the Bank with respect to such Bank’s efforts to comply with Applicable Laws.
(c) The Parties understand and agree that matters relating to (i) the compliance of Servicer, and its Affiliates and subservicers that it uses to perform any of its obligations under this Agreement, with Applicable Laws, (ii) actions required by the Parties in connection with their respective obligations under this Agreement in order to ensure compliance with Applicable Law and (iii) the Program Policies and Procedures, in each case, shall be determined by the Management Committee pursuant to the provisions of the Program Agreement (including Section 3.2(g)(xii) thereof).
Applicable Law/Operating Procedures. Pier 1 shall at all times during the term comply in all material respects with Applicable Law affecting its obligations under this Agreement and the Operating Procedures.
Applicable Law/Operating Procedures. The Macy’s Companies shall at all times during the Term comply in all material respects with (i) Applicable Law affecting their obligations under this Agreement and (ii) the Operating Procedures.
Applicable Law/Operating Procedures. Bank shall at all times during the Term comply in all material respects with Applicable Law affecting its obligations under this Agreement and the Operating Procedures. Bank shall at all times during the Term maintain its federal bank charter. Bank shall be responsible for identifying any changes in Card Association Rules following the Effective Date. In the event the Macy’s Companies are in compliance with Card Association Rules, then the Macy’s Companies shall have no liability or obligation for failure to comply with any such change in Card Association Rules as to which Bank has failed to provide such notice. In the event that Bank, with respect to any matter arising under or related to the Program, cites as Applicable Law any matter described in clause (ii) of the definition of Applicable Law that is non-written, Bank will, at Macy’s request, provide a certification in writing to Macy’s and the Macy’s director on the Bank’s board of directors, each of which certification shall include (unless such inclusion is prohibited by Applicable Law in the case of the certification delivered to Macy’s) a reasonably detailed summary of the non-written guidance, substantive recommendation, order, judgment or directive, the circumstances in which it was given and the identity of the particular Governmental Authority issuing such non-written guidance, substantive recommendation, order judgment or directive.
Applicable Law/Operating Procedures. Subject to Section 4.6(b) and the remainder of this Section 11.4(c), the Company shall at all times during the Term comply in all material respects with Applicable Law affecting its obligations under this Agreement. Notwithstanding the foregoing, the Company shall have no liability hereunder for a failure to comply with requirements of Applicable Law related to the Company Credit Cards or Accounts or their solicitation, associated documentation or servicing or maintenance if the Bank has not notified the Company of such requirement of Applicable Law.
Applicable Law/Operating Procedures. (i) The Bank shall at all times during the Term and continuing until the end of the Termination Period (A) comply in all material respects with Applicable Law affecting its obligations under this Agreement and the Operating Procedures, and (B) ensure that the operation of the Program does not contravene or conflict with Applicable Law or the rights of third parties.
(ii) In accordance with Section 4.6, the Bank shall provide the Company with reasonable advance notice of any changes in Applicable Law that will be binding upon or affect Active.15844721.1 the Company or the operation of the Program (or if advance notice is not practicable, the Bank shall give such notice as soon as practicable, and in such event the Company shall not be responsible hereunder for complying with such changes unless and until a reasonable time after receipt of such notice so as to permit the Company to achieve such compliance).
