Convenience; Early Termination. Client may terminate this agreement early, in writing, by paying an early termination fee based on the greater amount of the remaining unused term months times the total monthly subscribed fees (at termination) times 5, or $1500. Accordingly, the amount set forth in the preceding sentence represents Client’s agreement to pay and Futura’s agreement to accept as liquidated damages such amount for any such Client termination.
Convenience; Early Termination. Client may terminate this Agreement by paying a termination fee based on the remaining unused term of this Agreement, the amount to be determined by multiplying the average of Clients monthly invoices for each Fiserv Service received by Client during the 6-month period preceding the effective date of termination (or if no monthly invoice has been received, the sum of the estimated monthly billing for each Fiserv Service to be received hereunder) by (i) 70% times the remaining months of the term during the first 12 months following Client's conversion to the FlServ Services; or (ii) 65% limes the remaining months of the term during the months 13- 24 following client's conversion to the Fiserv Services; or (iii) 60% times the remaining months of the term during the months 25-36 following Client's conversion to the FIServ Services, plus any unamortized conversion fees or third party costs existing on Fiserv's books on the date of termination. Client understands and agrees that Fiserv losses incurred as a result of early termination of the Agreement would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement terminates. Accordingly, the amount set forth in the first sentence of this subsection represents Client's agreement to pay and Fiserv's agreement to accept as liquidated damages (and not as a penalty) such amount for any such Client termination.
Convenience; Early Termination. Client may at its option terminate the Account Processing Services set forth Exhibits A and related A - n beginning in June, 2012 with no Termination Fee and move such processing to Client's data center or other Client designated data center, provided such data center is not a managed facility of a Fiserv Competitor as set forth in Appendix 4 to this Agreement and subject to the Client remaining current in its license and maintenance obligations as set forth in Exhibits M and related M - n. If Client terminates this Agreement or reduces or terminates Fiserv Services for any reason other than pursuant to Section 9 (b)(i), Client shall pay a termination fee based on the Termination Fee Table in this Section 9. For the avoidance of doubt, the Termination Fee shall not apply to a normal attrition of volumes for which Services are provided, provided that such attrition of volumes does not also constitute a breach of Section 12(l) of the Agreement.
Convenience; Early Termination lf Manager terminates the Agreement or reduces (other than as a result of account attrition or volume fluctuation in the ordinary course of business) the overall volume of the program for any reason other than pursuant to Section 10.2(B) of the Agreement, Manager shall pay a termination fee based on the time remaining in the Term. Such fee shall be determined by multiplying the average of the monthly [********] received by Xxxxxx Bank during the 6-month period preceding the effective date of termination (or if no monthly invoice has been received, the estimated monthly billing for each Service to be received hereunder) by the percentage set forth in the table below times the remaining months of the term, plus any unamortized fees or third party costs existing on Xxxxxx Bank's books on the date of termination. Upon request by Manager, Xxxxxx Bank shall disclose to Client the amount of any such unamortized fees or third party costs. [********] [********] [********] [********] [********] [********] [********] [********] [********] [********] [********] [********]
Convenience; Early Termination. If Client terminates the Agreement or reduces (other than as a result of account attrition or volume fluctuation in the ordinary course of business) or terminates Services for any reason other than pursuant to Section 9(b)(i) or (iii) of the Agreement, and if required under the terms and conditions of the Fee Exhibit or a Schedule, Client shall pay a termination fee based on the remaining unused term of the Services, Such fee shall be determined by multiplying the average of the monthly invoices (net of/excluding any pass-through charges such as, but not limited to, postage) for each Service received by Client during the 6-month period preceding the effective date of termination (or if no monthly invoice has been received, the estimated monthly billing for each Service to be received hereunder) by percentage listed below times the remaining months of the term, plus any unamortized Flex Credit existing on Fiserv’s books on the date of termination based upon a beginning Flex Credit amount of $***** (collectively “Termination Fee”) as follows: Year 1 – *****% Year 2 – *****% Year 3 – *****% Year 4 – *****% Year 5 – *****% Year 6 – *****% Year 7 – *****% Each Renewal Term – *****%
Convenience; Early Termination. If Client terminates this Agreement or reduces or terminates Fiserv Services for any reason other than pursuant to Section 9(b)(i), Client shall pay a termination fee based on the remaining unused term of this Agreement. Such fee shall be determined by multiplying the average of the monthly invoices for each Fiserv Service received by Client during the 6-month period preceding the effective date of termination (or if no monthly invoice has been received, the sum of the estimated monthly billing for each Fiserv Service to be received hereunder) by 80% times the remaining months of the term, plus any unamortized conversion fees or third party costs existing on Fiserv’s books on the date of termination.
Convenience; Early Termination. Client may terminate this Agreement during the Initial Term or any Renewal Term by paying a termination fee based on the remaining unused term for Services. The amount of such termination fee shall be determined by multiplying the average of Client's monthly invoices for Services received by Client pursuant to the Agreement during the 6 month period preceding the effective date of termination (or if no monthly invoice has been received, the sum of the billing for Services received or to be received hereunder calculated as a monthly amount (for example, annual maintenance will be divided by 12 to calculate the implied monthly amount)) by the applicable termination percentage (as defined below) times the remaining number of months in the term for Services. Client understands and agrees that Fiserv losses incurred as a result of early termination of the Agreement would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv Services on the date the Agreement terminates. Accordingly, the amount set forth in the first sentence of this subsection represents Client's agreement to pay and Fiserv's agreement to accept as liquidated damages (and not as a penalty) such amount for any such Client termination. For purposes of clarity, without limiting to the foregoing, Client shall pay Fiserv for all Services performed through the date of termination pursuant to the terms of this Agreement. ------------------------------------- ------------------------------------- If Termination occurs during the year Then, the applicable Termination % specified in the Initial Term: shall be ------------------------------------- ------------------------------------- Year 1 70% ------------------------------------- ------------------------------------- Year 2 70% ------------------------------------- ------------------------------------- Year 3 80% ------------------------------------- ------------------------------------- Year 4 90% ------------------------------------- ------------------------------------- Year 5 100% ------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------ If Termination occurs during the year Then, the applicable Termination % specified in the Initial Renewal Term: shall be -------------------------------------- ------------------------------------ Year 1 80% ...
Convenience; Early Termination. If Client desires to terminate a Schedule early or terminates Services under a Schedule for any reason other than pursuant to Section 9(b)(ii) of the Agreement, then Client shall provide at least 90 days’ advance written notice to Fiserv and shall pay a termination fee determined by:
Convenience; Early Termination. If Client terminates the Agreement or reduces (other than through normal attrition) or terminates Services (as provided under the Exhibits and the Schedule thereto) for any reason other than pursuant to Section 8(c)(i) of this Agreement, Client shall pay a termination fee based on the remaining unused term of the Services. Such fee shall be determined by multiplying the average of the monthly invoices for each Service received by Client during the [CONFIDENTIAL TREATMENT REQUESTED] (or if no monthly invoice has been received, the estimated monthly billing for each Service to be received hereunder) [CONFIDENTIAL TREATMENT REQUESTED] the remaining months of the term, plus any unamortized conversion fees or third party costs existing on Fiserv’s books on the date of termination which amount shall be disclosed to Client upon request.
Convenience; Early Termination. Client may terminate this Agreement during the initial term, by paying a termination fee based on the remaining unused term of this Agreement, the amount to be determined by multiplying the average of Client’s monthly invoices for each Fiserv Service received by Client during the three (3) month period preceding the effective date of termination (i) by 100% times the remaining months of the term if terminated in year 1, (ii) by 80% times the remaining months of the term if terminated in year 2, and (iii) by 40% times the remaining months of the term if terminated in year 3, plus any applicable third party costs existing on Fiserv’s books on the date of termination. Client may terminate this Agreement during any renewal term by paying a termination fee based on the remaining unused term of any renewal term the amount to be determined by multiplying the average of Client’s monthly invoices for each Fiserv Services received by 30% times the remaining months. Client understands and agrees that Fiserv losses incurred as a result of early termination of the Agreement would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement terminates. Accordingly, the amount set forth in the first sentence of this subsection represents Client’s agreement to pay and Fiserv’s agreement to accept as liquidated damages (and not as a penalty) such amount for any such Client termination. If during the term of this agreement the Client acquires another institution that has a contract with Fiserv for item processing services, Fiserv will waive any termination fees that the acquired Client may have stated in their existing agreement, as long as the item processing services for the acquired institution remains with Fiserv. This client my be incorporated into Client’s existing process, or remain processed as a stand alone client.
