Common use of General Reserve Account Clause in Contracts

General Reserve Account. Pursuant to the terms and conditions described herein, Company may be required to establish and fund an account (the “General Reserve Account”) at WFB, provided that there shall be no minimum balance in the General Reserve Account, and that each of Company and WFB agree that the initial balance in the General Reserve Account shall be $0. Company's obligation to fund the General Reserve Account may satisfied with an irrevocable pledge to WFB of a certificate of deposit or the delivery of an irrevocable letter of credit (with WFB listed as sole beneficiary), and in each case the instrument must be from or with a bank that is reasonably acceptable to WFB. If Company does not provide either of the listed funding options then WFB will be entitled to fund the General Reserve Account to cover such obligation by deductions or offsets to payments otherwise due to Company. Subject to Section 5.11.2, Company shall maintain such amount (or other amount agreed by both parties) in the General Reserve Account at all times during the term of this Agreement and thereafter as provided in Section 5.11.3. WFB retains the right to change the amount of the General Reserve during the term of this Agreement as described herein. WFB may request that Company fund the General Reserve upon ten (10) days written notice to Company, except that if Company terminates or significantly limits its business operations, is liquidated, dissolved, enters into receivership, makes an assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against Company in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then WFB may request the amount of the required balance immediately upon written notice to Company. Any required balance of the General Reserve Account shall be reasonably related to the potential outstanding maximum liability related to the Transactions, and such maximum liability may be assessed based on the relative financial stability of Company, both as determined by WFB in its sole discretion. If WFB determines that it is necessary to change the amount required to be held in the General Reserve during the term of this Agreement, WFB will consider any supporting information related to Company's financial risk, and WFB shall provide a summary of WFB's analysis to Company upon request. In reaching its determination, factors that WFB may consider include, but are not limited to, (i) a change in Company's financial condition, (ii) a change in the underlying risk of Company's sub-merchants, (iii) a change in external economic conditions, (iv) a change in Company's management, (v) changes in Payment Company Rules or programs, (vi) a change in the potential risk associated with Heartland's processing under PCI-DSS, (vii) suspected fraud, (viii) suspicious, illegal, or prohibited transaction card activity, and/or (ix) negative findings in WFB's oversight meetings and/or on site due diligence. In addition, WFB shall review with Company the evidence of such risk calculation prior to assessing the reserve. Notwithstanding the above, if Company does not agree with the amount of any General Reserve increase requested by WFB, Company may terminate the Agreement by funding the amount requested and giving written notice to WFB indicating Company's intent to terminate no later than thirty (30) days after receiving notice of such request. In the event Company terminates the Agreement for the reasons described in the preceding sentence, (1) Company shall not be obligated to pay any Early Termination penalties that would otherwise apply under Section 8.4; and (2) the termination shall be effective no later than thirty (30) days after the date such written notice was given. To the extent WFB requires Company to maintain a balance in the reserve, WFB will review the reserve status no less than bi-monthly to determine whether the reserve is still required and whether the amount of the reserve is still accurate in light of WFB's determination of risk at the time of such bi-monthly assessment. WFB will use commercially reasonable efforts to complete any such review within fifteen (15) days after WFB receives the updated financial information requested from Company. If, at any time, WFB determines that a reserve is no longer required, WFB will release any reserve amounts in its possession within fifteen (15) business days.

General Reserve Account. Pursuant One Business Day immediately prior to the terms and conditions described hereinday that Transaction Card Services are provided to Merchants hereunder, Company may be required to will establish and fund an account (the “General Reserve Account”) at WFB, provided that there shall be no minimum balance WFB in the General Reserve Account, minimum amount of Eight Hundred and that each of Company and WFB agree that Fifty Thousand Dollars ($850,000.00) (subject to revision pursuant to the initial balance in the General Reserve Account shall Credit Policy). Such obligation may also be $0. Company's obligation to fund the General Reserve Account may satisfied with an irrevocable pledge to WFB by delivery of a certificate of deposit or the delivery of an irrevocable letter of credit (with WFB listed as sole beneficiary), and in each case the instrument must be from or with a bank that is reasonably acceptable to if approved by WFB. If Company does not provide either of the listed funding options then WFB will be entitled to fund the General Reserve Account to cover such obligation by deductions or offsets to payments otherwise due to Company. Subject to Section 5.11.2, Company shall maintain such amount (or other amount agreed by both parties) in the General Reserve Account at all times during the term of this Agreement and thereafter as provided in Section 5.11.3. WFB Xxxxx Fargo retains the right to change the amount of the General Reserve such reserve during the term of this Agreement as described hereinAgreement. WFB Xxxxx Fargo may request that Company fund the General Reserve such reserve upon ten (10) days written notice to Company, except that if Company terminates or significantly limits its business operations, is liquidated, dissolved, enters into receivership, makes an assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against Company in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then WFB may request the amount of the required balance immediately upon written notice to Company. Any required balance Notwithstanding the foregoing, the parties agree that the level of the General Reserve Account as of the Effective Date of this Agreement, which is based on Company’s current profile and WFB’s current underwriting criteria, is sufficient for purposes of WFB’s General Reserve requirement and will continue to be sufficient as long as the business and/or risk profile of Company does not materially change (which determination shall be reasonably related to the potential outstanding maximum liability related to the Transactionsmade by WFB, and such maximum liability may be assessed based on the relative financial stability of Company, both as determined by WFB in its sole discretion, after taking into consideration factors such as type of Merchant or Merchant volume, Company financials, and/or any material changes to policies, procedures, controls and key management personnel). If WFB determines that it is necessary to change the amount required to be held in the General Reserve during the term of this Agreement, WFB will consider any supporting information related to Company's financial risk, and WFB shall provide a summary of WFB's analysis to Company upon request. In reaching its determination, factors that WFB may consider include, but are not limited to, (i) a change in Company's financial condition, (ii) a change in the underlying risk of Company's sub-merchants, (iii) a change in external economic conditions, (iv) a change in Company's management, (v) changes in Payment Company Rules or programs, (vi) a change in the potential risk associated with Heartland's processing under PCI-DSS, (vii) suspected fraud, (viii) suspicious, illegal, or prohibited transaction card activity, and/or (ix) negative findings in WFB's oversight meetings and/or on site due diligence. In addition, WFB shall review with Company the evidence of such risk calculation prior to assessing the reserve. Notwithstanding the above, if Company does not agree with the amount of any General Reserve increase requested by WFBXxxxx Fargo, Company may terminate the Agreement by funding the amount requested and giving written notice to WFB Xxxxx Fargo indicating Company's ’s intent to terminate no later than thirty (30) days after receiving notice of such request. In the event Company terminates the Agreement for the reasons described in the preceding sentence, (1) Company shall not be obligated to pay any Early Termination penalties that would otherwise apply under Section 8.4; and (2) the termination shall be effective no later than thirty (30) one hundred and twenty days after the date such written notice was given. To the extent WFB requires Company to maintain a Any required balance in the reserve, WFB will review the reserve status no less than bi-monthly to determine whether the reserve is still required and whether the amount of the reserve is still accurate in light Company Reserve Account shall be reasonably related to the potential likely liability related to the Transactions, and such likely liability may be assessed based on the relative financial stability of WFB's determination of risk at the time of such bi-monthly assessment. WFB will use commercially reasonable efforts to complete any such review within fifteen (15) days after WFB receives the updated financial information requested from Company. If, at any time, WFB determines that a reserve is no longer required, WFB will release any reserve amounts both as determined by Xxxxx Fargo in its possession within fifteen (15) business dayssole discretion.

General Reserve Account. Pursuant One Business Day immediately prior to the terms and conditions described hereinday that Transaction Card Services are provided to Merchants hereunder, Company may be required to will establish and fund an account (the “General Reserve Account”) at WFB, provided that there shall be no minimum balance WFB in the General Reserve Account, and that each minimum amount of Company and WFB agree that [***] (subject to revision pursuant to the initial balance in the General Reserve Account shall Credit Policy). Such obligation may also be $0. Company's obligation to fund the General Reserve Account may satisfied with an irrevocable pledge to WFB by delivery of a certificate of deposit or the delivery of an irrevocable letter of credit (with WFB listed as sole beneficiary), and in each case the instrument must be from or with a bank that is reasonably acceptable to if approved by WFB. If Company does not provide either of the listed funding options then WFB will be entitled to fund the General Reserve Account to cover such obligation by deductions or offsets to payments otherwise due to Company. Subject to Section 5.11.2, Company shall maintain such amount (or other amount agreed by both parties) in the General Reserve Account at all times during the term of this Agreement and thereafter as provided in Section 5.11.3. WFB Xxxxx Fargo retains the right to change the amount of the General Reserve such reserve during the term of this Agreement as described hereinAgreement. WFB Xxxxx Fargo may request that Company fund the General Reserve such reserve upon ten (10) days written notice to Company, except that if Company terminates or significantly limits its business operations, is liquidated, dissolved, enters into receivership, makes an assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against Company in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then WFB may request the amount of the required balance immediately upon written notice to Company. Any required balance Notwithstanding the foregoing, the parties agree that the level of the General Reserve Account as of the Effective Date of this Agreement, which is based on Company’s current profile and WFB’s current underwriting criteria, is sufficient for purposes of WFB’s General Reserve requirement and will continue to be sufficient as long as the business and/or risk profile of Company does not materially change (which determination shall be reasonably related to the potential outstanding maximum liability related to the Transactionsmade by WFB, and such maximum liability may be assessed based on the relative financial stability of Company, both as determined by WFB in its sole discretion, after taking into consideration factors such as type of Merchant or Merchant volume, Company financials, and/or any material changes to policies, procedures, controls and key management personnel). If WFB determines that it is necessary to change the amount required to be held in the General Reserve during the term of this Agreement, WFB will consider any supporting information related to Company's financial risk, and WFB shall provide a summary of WFB's analysis to Company upon request. In reaching its determination, factors that WFB may consider include, but are not limited to, (i) a change in Company's financial condition, (ii) a change in the underlying risk of Company's sub-merchants, (iii) a change in external economic conditions, (iv) a change in Company's management, (v) changes in Payment Company Rules or programs, (vi) a change in the potential risk associated with Heartland's processing under PCI-DSS, (vii) suspected fraud, (viii) suspicious, illegal, or prohibited transaction card activity, and/or (ix) negative findings in WFB's oversight meetings and/or on site due diligence. In addition, WFB shall review with Company the evidence of such risk calculation prior to assessing the reserve. Notwithstanding the above, if Company does not agree with the amount of any General Reserve increase requested by WFBXxxxx Fargo, Company may terminate the Agreement by funding the amount requested and giving written notice to WFB Xxxxx Fargo indicating Company's ’s intent to terminate no later than thirty (30) days after receiving notice of such request. In the event Company terminates the Agreement for the reasons described in the preceding sentence, (1) Company shall not be obligated to pay any Early Termination penalties that would otherwise apply under Section 8.4; and (2) the termination shall be effective no later than thirty (30) one hundred and twenty days after the date such written notice was given. To the extent WFB requires Company to maintain a Any required balance in the reserve, WFB will review the reserve status no less than bi-monthly to determine whether the reserve is still required and whether the amount of the reserve is still accurate in light Company Reserve Account shall be reasonably related to the potential likely liability related to the Transactions, and such likely liability may be assessed based on the relative financial stability of WFB's determination of risk at the time of such bi-monthly assessment. WFB will use commercially reasonable efforts to complete any such review within fifteen (15) days after WFB receives the updated financial information requested from Company. If, at any time, WFB determines that a reserve is no longer required, WFB will release any reserve amounts both as determined by Xxxxx Fargo in its possession within fifteen (15) business dayssole discretion. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.