Common use of COVENANTS OF MERCHANT Clause in Contracts

COVENANTS OF MERCHANT. Merchant hereby covenants and agrees as follows: (a) to conduct its business and use the Purchase Price in the ordinary course of business consistent with past practice; (b) to exclusively use the Processor to process all of its credit card transactions; (c) not to take any action to discourage the use of credit cards or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase of Merchant's services and products; (d) not to change its arrangements with Processor without the prior written consent of the Company; (e) not to permit any event to occur that could cause a diversion of any of Merchant's credit card transactions to another credit card processor or to another credit card network or association; (f) to comply with all of the terms and conditions imposed by the Processor and/or Bank, including, without limitation, pursuant to the Processor Agreement; (g) to provide the Company with at least 10 days' prior written notice of any event which would cause any of the information provided by Merchant to the Company in this Agreement, in the Merchant Information Sheet or otherwise to be untrue, incorrect or incomplete in any respect; (h) not to grant any lien on or security interest in, or sell, assign transfer, pledge or otherwise dispose of, any Future Receivables; (i) to comply with all laws, rules and regulations applicable to Merchant; and (j) not to sell, assign, assign, transfer, pledge or otherwise dispose of all or a substantial portion of its business or assets. In addition, Merchant covenants and agrees that each Future Receivable will (i) be based upon a bona fide sale and delivery of inventory or rendition of services made by Merchant in the ordinary course of business and (ii) represent a payment obligation for goods or services accepted by Merchant's customer of which such customer is obligated to pay the full amount without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account.

COVENANTS OF MERCHANT. Merchant hereby covenants and agrees as follows: (a) to conduct its business and use the Purchase Price in the ordinary course of business consistent with past practice; (b) to exclusively use the Processor to process all of its credit card transactions; (c) not to take any action to discourage the use of credit cards or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase of Merchant's services and products; (d) not to change its arrangements with Processor without the prior written consent of the Company; (e) not to permit any event to occur that could cause a diversion of any of Merchant's credit card transactions to another credit card processor network or associations; (f) to another credit card network or association; (f) to comply with all of the terms and conditions imposed by the Processor and/or Bank, including, without limitation, pursuant to the Processor Agreement; (g) to provide the Company with at least 10 days' prior written notice of any event which would cause any of the information provided by Merchant to the Company in this Agreement, in the Merchant Information Sheet or otherwise to be untrue, incorrect or incomplete in any respect; (h) not to grant any lien on or security interest in, or sell, ; assign transfer, pledge or otherwise dispose of, any Future Receivables; (i) to comply with all laws, rules and regulations applicable to Merchant; and (j) not to sell, assign, assign, transfer, pledge or otherwise dispose of all or a substantial portion of its business or assets. In addition, Merchant covenants and agrees that each Future Receivable will (i) be based upon a bona fide sale and delivery of inventory or rendition of services made by Merchant in the ordinary course of business and (ii) represent a payment obligation for goods or services accepted by Merchant's customer of which such customer is obligated to pay the full amount without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account.

COVENANTS OF MERCHANT. Merchant hereby covenants and agrees with Purchaser as follows: 3.1. During the term of this Agreement, Merchant shall: (ai) to conduct its business and use the Purchase Price in the ordinary course of business consistent with past practice; (bii) to exclusively use Processor for the Processor to process processing of all of its credit card transactions; (ciii) not to take any action to discourage the use of credit cards or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase of Merchant's services ’s goods and productsservices; (div) not amend, terminate or otherwise change the Processor Agreement without the written consent of Purchaser, which Purchaser may withhold in its sole discretion; (v) not take any action that has the effect of causing the credit card or debt card processor through which the major credit cards or debt cards are settled to be changed from Processor to another credit card processor; (vi) not conduct its business under any name other than that as first written above; (vii) not change its arrangements with Processor place or places of business; (viii) not sell, dispose, convey or otherwise transfer its business or assets without the express prior written consent of the CompanyPurchaser, which Purchaser may withhold in its sole discretion; (eix) not to permit take any event to occur that could cause a diversion action in violation of any of Merchant's credit card transactions to another credit card processor or to another credit card network or association; (f) to comply with all of the terms and conditions imposed by the Processor and/or Bankcovenants set forth in section 5.9 hereof, including, without limitation, pursuant to the Processor Agreement; (g) to provide the Company with at least 10 days' prior written notice of any event which would cause any termination of the information provided by Merchant to the Company in this Agreement, in the Merchant Information Sheet or otherwise to be untrue, incorrect or incomplete in any respect; (h) not to grant any lien on or security interest in, or sell, assign transfer, pledge or otherwise dispose of, any Future Receivables; (i) to comply with all laws, rules and regulations applicable to MerchantACH Authorization Form; and (jx) in the event that Option 1 -The Control Account Option has been elected, not take any action that has the effect of adversely impacting the transfer of funds to sell, assign, assign, transfer, pledge or otherwise dispose from the Control Account. Merchant shall not breach or default under the Processor Agreement and it shall immediately notify Purchaser of all any breach or default thereof and within five (5) days of the receipt of any notice of a substantial portion of breach or default provide Purchaser with a copy thereof. 3.2. Merchant shall possess and maintain insurance in such amounts and against such risks as are necessary to protect its business as determined by Purchaser in its sole and absolute discretion, and shall show proof of such insurance upon demand. Merchant agrees to name Purchaser as a loss payee under Merchant’s business personal property insurance and upon request Merchant will provide a certificate of insurance showing that Purchaser is a loss payee on the insurance policy. 3.3. Merchant shall furnish Purchaser with all such information and any other financial or assetsother documentation as requested by Purchaser from time to time. In additionMerchant will certify that any information, Merchant covenants financial statements and agrees that each Future Receivable will (i) be based upon a bona fide sale and delivery any other documents, copies of inventory or rendition of services made by Merchant in the ordinary course of business and (ii) represent a payment obligation for goods or services accepted which have been furnished to Purchaser by Merchant's customer , are true and correct in all material respects, including without limitation accurately portraying Merchant’s financial condition, results of which such customer is obligated to pay the full amount without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra accountoperations and cash flows.