Conversion of Certain Processing Functions To Acquirer Platform Sample Clauses

Conversion of Certain Processing Functions To Acquirer Platform. The parties hereby acknowledge that pursuant to similar agreements for DCC Transaction processing entered into between the parties, or their respective Affiliates, the parties have developed an alternative method of processing DCC Transactions together (the “New Method”). For the avoidance of doubt the New Method is as described in the mutually agreed upon specifications pursuant to which DCC Transaction processing is being undertaken by the parties, or their respective Affiliates, in Hong Kong. It is intended that in due course the parties shall adopt the New Method for DCC Transaction processing with respect to DCC Transactions to be processed pursuant to this Agreement. Accordingly, the parties hereby agree that the New Method may be adopted in the following manner: Acquirer will use commercially reasonable efforts to give Planet Payment 60 days prior notice that it is ready to begin implementing the New Method, and Acquirer and Planet Payment shall thereafter discuss how the New Method shall be implemented with respect to the Designated Territory. The parties shall use commercially reasonable efforts to develop a mutually agreed upon specification and implementation plan with respect to the New Method. Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to Acquirer to implement the New Method with respect to the Designated Territory, provided that Planet Payment shall not have any obligations whatsoever to assist Acquirer in any way in specifying, designing, or implementing functions similar to any of Planet Payment’s functions provided hereunder, relating to the conversion, calculation, reporting or reconciliation of cross currency transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of the Planet Payment IP to Acquirer for the purposes of implementing the New Method. In the event Planet Payment and Acquirer mutually agree that modifications or enhancements requested by Acquirer are substantially different to the way the New Method has been implemented in Hong Kong, the parties will negotiate in good faith a reasonable charge to be paid by Acquirer for Planet Payment’s efforts with respect to such modifications or enhancements. The implementation of the New Method shall not affect or result in any modification of the parties respective obligations hereunder. For the avoidance of doubt until such time as the New Method has been fully implemented by the parties, the pa...
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Related to Conversion of Certain Processing Functions To Acquirer Platform

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Notice of Certain Transactions In the event that:

  • Specifications of Certain Matters Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

  • PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Reporting by the Servicer; Delivery of Certain Documentation On the tenth calendar day of each month (or, if the 10th day is not a Business Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A hereto for the immediately preceding Collection Period.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Maintenance of Certain Servicing Policies The Master Servicer shall obtain and maintain at its own expense and shall cause each Sub-Servicer to obtain and maintain for the duration of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's and such Sub-Servicer's officers, employees and other persons acting on its behalf in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage maintained by the Master Servicer or Sub-Servicer in order to be acceptable to Xxxxxx Xxx or Xxxxxxx Mac to service loans for it or otherwise in an amount as is commercially available at a cost that is generally not regarded as excessive by industry standards. The Master Servicer shall promptly notify the Trustee in writing of any material change in the terms of such bond or policy. The Master Servicer shall provide annually to the Trustee a certificate of insurance that such bond and policy are in effect. If any such bond or policy ceases to be in effect, the Master Servicer shall, to the extent possible, give the Trustee ten days' notice prior to any such cessation and shall use its reasonable best efforts to obtain a comparable replacement bond or policy, as the case may be.

  • Payment of Certain Expenses by Servicer The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Seller, but excluding Liquidation Expenses incurred as a result of activities contemplated by Section 6.6; provided that for avoidance of doubt, to the extent Liquidation Expenses relate to a Loan and a Retained Interest such Liquidation Expenses shall be allocated pro rata. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account and the Lock-Box Account. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

  • Announcement of the Consummation of the Initial Business Combination In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public filing with the Commission announcing the consummation of the Business Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s standard policies regarding confidential information.

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