Final Bank Determination Sample Clauses

Final Bank Determination. Bank shall have the final determination as to any modifications to the Merchant Program (the “Final Bank Determination”). Notwithstanding the foregoing consultation process established in this Section, in the event that Bank determines that a particular modification must be implemented within a specific time period, Bank shall have the right to implement, and cause Company to timely implement, such required modification as Bank believes is necessary or appropriate. Bank may seek specific performance for Company’s failure to implement any modification required by Bank. In the event that Company disagrees with the commercial reasonableness of a Final Bank Determination, Company shall have a right to terminate this Agreement provided Company objected to the initial Bank Determination that became the Final Bank Determination. Notwithstanding any provision of this Agreement to the contrary, if Company terminates this Agreement as provided in this Section 2.1(k)(vii) and the Final Bank Determination that resulted in Company’s election to so terminate was not commercially reasonable, Company shall not be required to continue to pay the Monthly Minimum Fees set forth in Exhibit B following notice of such termination. If Company terminates this Agreement pursuant to this Section 2.1(k)(vii) and the Final Bank Determination was commercially reasonable, then the termination shall be deemed a “termination for convenience” pursuant to Section 11.5(h). For avoidance of doubt, Company may not delay implementing a Final Bank Determination in accordance with its terms prior to terminating the Agreement pursuant to this Section 2.1(k)(vii).