MasterCard Covenant Sample Clauses

MasterCard Covenant. As promptly as practicable following the execution of this Agreement Seller shall initiate negotiations with MasterCard to amend the MasterCard Agreement to (i) reapportion the amount of transaction volume, revenue and any other measure under the MasterCard Agreement, including, without limitation, the Cumulative Qualified Volume Amount (as defined in the MasterCard Agreement), so that such amounts relate to the Bank only (and not any other Affiliate of Shareholder), (ii) affirm that the MasterCard Agreement can be operated by CCF Bank together with that certain Growth Agreement dated June 21, 2017 by and between Visa U.S.A. Inc. and CCF Bank (the “Visa Agreement”), and (iii) such other provisions as would mitigate the Liability of CCF Bank in operating the MasterCard Agreement following the Closing. Purchaser shall cooperate with Seller in such negotiations to obtain such amended MasterCard Agreement. Based upon the results of those negotiations and further evaluation of the costs associated therewith and the costs associated with the termination of the MasterCard Agreement, Shareholder and Purchaser will determine whether CCF Bank, following the Closing, will assume responsibility for operation under such amended MasterCard Agreement or whether the Bank, at or upon the Closing, will cease operating under the MasterCard Agreement.
Sample 1
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MasterCard Covenant. CCF Bank will continue to operate under the MasterCard Agreement for a period of time following the Closing. By April 1, 2019, CCF Bank will cease to operate under, and CCF Bank and MasterCard will terminate, the MasterCard Agreement. Purchaser and Shareholder will cooperate to negotiate termination of the MasterCard Agreement and will use commercially reasonable efforts to minimize the early termination fees associated therewith. All Liabilities resulting from the termination of the MasterCard Agreement will be the responsibility of Shareholder pursuant to Section 7.03(a)(5)(i) of the Agreement.
Sample 1

Related to MasterCard Covenant

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Reporting Covenant So long as any Guaranteed Obligations shall remain unsatisfied or any Lender shall have any Commitment, each Guarantor agrees that it shall furnish to the Administrative Agent such information respecting the operations, properties, business or condition (financial or otherwise) of such Guarantor or its Subsidiaries as the Administrative Agent, at the request of any Guaranteed Party, may from time to time reasonably request.

  • Implied Covenants There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

  • Buyer Covenants The Buyer covenants as follows:

  • Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:

  • Seller Covenants Seller covenants and agrees as follows:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

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