Existing Merchants Clause Samples

Existing Merchants. (i) Company represents and warrants: (1) that a Materially complete, true and correct list of Merchants (“Existing Merchants”) in the existing merchant portfolio of Company (“Existing Portfolio”) as of June 23, 2004 is attached hereto and made a part hereof as Exhibit 2.1(c)-l, and (2) that except as set forth in Exhibit 2.1(c)-2, none of the Merchants in the Existing Portfolio operate in the unacceptable industries outlined in the Merchant Criteria; and (3) that, subject to execution of acceptable transfer documents with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank and the Card Associations, it has the authority and light to assign and transfer the merchant agreements, merchant accounts and merchant reserves for the Existing Merchants in the Existing Portfolio to Bank. At Bank’s request, Company shall obtain a signed Merchant Agreement, in a form approved by Bank, from such of its Existing Merchants as Bank shall specify and Company shall provide a signed copy thereof to Bank. In the event Bank determines, in its reasonable discretion, that a form of Merchant Agreement is not in compliance with the Rules, the ACH Rules, or Applicable Law, or is otherwise inconsistent with Bank’s rights under this Agreement, and that the only reasonable remedy is to replace such agreement with one that is in compliance with the Rules, the ACH Rules, Applicable Law and this Agreement, or to the extent permitted by such Merchant Agreement, amended such that it is brought into compliance with the Rules, the ACH Rules, Applicable Law and this Agreement, Company will, at Bank’s request obtain a substitute agreement from such Existing Merchant or amend the existing Merchant Agreement with such Existing Merchant. Bank acknowledges that it has received forms of merchant agreements from Company for the Existing Portfolio as outlined on Exhibit 2.1(c)-3, which are acceptable to Bank. (ii) Bank agrees that each Merchant in the Existing Portfolio is approved by Bank to participate in the Merchant Program pursuant to the terms of this Agreement, subject to Bank’s continued credit review. Should Bank determine that an Existing Merchant within the Existing Portfolio does not meet the Merchant Criteria and is not listed in Exhibit 2.1(c)-2, following the Effective Date, Bank may decline such Merchant and cease providing clearing and settlement services and ACH services under this Agreement, in Bank’s sole discretion. Bank will provide written notice of its desire to terminate a Merchant Agreement to Company pr...