Merchant Application and Agreement Sample Clauses

Merchant Application and Agreement. Only PMF shall be authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. PMF may, at its sole and absolute discretion decline to accept any Merchant in the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application for a Merchant Agreement, nor shall it hold out or represent to any third party that it has the right to: (a) modify in any way or accept any Merchant Agreement; (b) include a Merchant in the Program; or (c) bind PMF legally or otherwise. No agreement made by or through Agent or its affiliates , shall be legally or otherwise binding on PMF until accepted in writing by a duly authorized officer of PMF. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent acknowledges and agrees that PMF may, at its sole discretion, amend the terms of the Program, including, without limitation the pricing thereof without prior notice or consent from Agent.
Sample 1
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Merchant Application and Agreement. ISO shall present to each potential Merchant only such marketing and promotional material that has been provided by Queen Funding or approved in advance by Queen Funding in writing. Included in such materials shall be a Merchant Application, in a form prescribed by Queen Funding and a Merchant Agreement. Under no circumstances shall ISO have any right, in the course of carrying out its obligation hereunder, to offer or present any material (printed, electronic, or otherwise) that has not been supplied by or prior written approval by Queen Funding to any prospective Merchant, actual Merchant or any other third party. Queen Funding, in its sole discretion shall be authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. Queen Funding may, at its sole and absolute discretion may decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall ISO represent that it has any right or authorization to accept or decline a Merchant application for a Merchant Agreement nor shall it represent to any third party that it has the right or authorization to: (a) modify in any way or accept any Merchant Agreement; (b) include a Merchant in the Program; or (c) bind Queen Funding legally or otherwise. Such representations by ISO shall be deemed a breach of this Agreement and result in a forfeiture of Compensation and a return of any Compensation already paid. No agreement made by or through ISO or its affiliates (as defined below) shall be legally or otherwise binding on Queen Funding until accepted in writing by a duly authorized officer of Queen Funding. ISO shall be solely responsible for any and all expenses incurred by ISO in performance of services hereunder including, but not limited to, expenses related to any ISO employees or consultants. ISO acknowledges and agrees that Queen Funding may, at its sole discretion, amend the terms of the Program, including, without limitation the pricing thereof without prior notice or consent from ISO.
Sample 1
Merchant Application and Agreement. Agent shall present to each potential Merchant only such marketing and promotional material that has been provided by Yellowstone or approved by Yellowstone in advance, in writing. Included in such materials shall be a Merchant Application, in a form prescribed by Yellowstone and a Merchant Agreement. Under no circumstances shall Agent have any right, in the course of carrying out its obligation hereunder, to offer or present any material (printed, electronic, or otherwise) to any prospective Merchant, actual Merchant or any other third party that has not been supplied by Yellowstone or approved in advance in writing by Yellowstone. Yellowstone only shall be authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. Yellowstone may, at its sole and absolute discretion decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application for a Merchant Agreement nor shall it hold out or represent to any third party that it has the right to: (a) modify in any way or accept any Merchant Agreement; (b) include a Merchant in the Program; or (c) bind Yellowstone legally or otherwise. No agreement made by or through Agent or its affiliates shall be legally or otherwise binding on Yellowstone until accepted in writing by a duly authorized officer of Yellowstone. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent acknowledges and agrees that Yellowstone may, at its sole discretion, amend the terms of the Program, including, without limitation the pricing thereof without prior notice or consent from Agent.
Sample 1
Merchant Application and Agreement. Agent shall present to each potential Merchant only such marketing and promotional material that has been provided by Funder or approved by Funder, in writing. Included in such materials shall be a Merchant Application, in a form prescribed by Funder and a Merchant. Funder is not a lender and does not offer loan products. As such, Agent shall not market Funder’s services, either orally or in writing, as loans.
Sample 1
Merchant Application and Agreement. Only such marketing and promotional material that has been produced by SYMPLIFI or approved by SYMPLIFI in advance in writing may be presented by Agent to a prospective Merchant. Said marketing and promotional materials must include a Merchant Application, in a form prescribed by SYMPLIFI, and subject to revision and/or amendment at Symplifi’s discretion, including the “Merchant Agreement”. A. Trade names and Trademarks. The use of SYMPLIFI marks, trade name and logo may be used by Agent in conjunction with the approved marketing and promotional material only. Agent acknowledges and agrees; i. Trademarks are owned by SYMPLIFI. ii. It will do nothing inconsistent with such ownership. iii. All use of the SYMPLIFI marks by Agent will Inure to the benefit of and be on behalf of SYMPLIFI. iv. that nothing in this grant gives Agent any right, title or interest in SYMPLIFI marks in accordance herewith. v. further Agrees to use the SYMPLIFI marks only in the form and manner prescribed from time to time by SYMPLIFI and not to use any other trademark or service mark in combination with any SYMPLIFI marks other than Agent’s company name without the prior written consent of SYMPLIFI. vi. Agent agrees, at its own expense, to defend, indemnify and hold SYMPLIFI harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses including reasonable attorneys’ fees arising either from the use of the SYMPLIFI marks by Agent or any third party authorized by Agent, other than a claim based on an assertion by a third party either that SYMPLIFI does not own the marks or does not have the authorization provided herein. vii. Upon termination of this Agreement, any permission or right to use Xxxxx granted hereunder will cease to exist and Agent will immediately cease any use of such marks and immediately cease referring to itself as an Agent for SYMPLIFI.
Sample 1
Merchant Application and Agreement. Cedar (and only Cedar) shall be authorized to accept, ratify, or finalize any Merchant Agreement. Cedar may, at its sole and absolute discretion, decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application nor shall it hold out or represent to any third party that it has the right to: (a) modify in any way or accept any Merchant Agreement; (b) include a Merchant in the Program; or (c) bind Cedar legally or otherwise. No agreement made by or through Agent or its affiliates shall be legally or otherwise binding on Cedar until accepted in writing by a duly authorized officer of Cedar. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent acknowledges and agrees that Cedar may, at its sole discretion, amend the terms of the Program, including, without limitation, the pricing thereof without prior notice or consent from Agent.
Sample 1
Merchant Application and Agreement. UFS (and only UFS) shall be authorized to accept, ratify, or finalize any Merchant Agreement. UFS may, at its sole and absolute discretion, decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application nor shall it hold out or represent to any third party that it has the right to: (a) modify in any way or accept any Merchant Agreement; (b) include a Merchant in the Program; or (c) bind UFS legally or otherwise. No agreement made by or through Agent or its affiliates shall be legally or otherwise binding on UFS until accepted in writing by a duly authorized officer of UFS. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent acknowledges and agrees that UFS may, at its sole discretion, amend the terms of the Program, including, without limitation, the pricing thereof without prior notice or consent from Agent.
Sample 1
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Related to Merchant Application and Agreement

  • AMENDMENTS TO APPLICATION AND AGREEMENT; WAIVERS A. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties and after completing the requirements of Section

  • Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

  • Information and Documents (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent and its Affiliates and Representatives pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

  • Pricing Instrument; Execution and Incorporation of Terms The parties hereto will enter into this Indenture by executing the Pricing Instrument. By executing the Pricing Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust. All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Pricing Instrument or Pricing Supplement, as indicated herein.

  • APPLICATION AND PARTIES BOUND 5.1 The parties bound by this Agency Specific Agreement are the Civil Service Association of WA Inc and the Director General of the Department of Racing, Gaming and Liquor. 5.2 This Agency Specific Agreement does not replace the General Agreement. 5.3 This Agency Specific Agreement shall apply to all employees who are members or eligible to be members of the Union and who are covered by the General Agreement and the Award. 5.4 This Agency Specific Agreement shall be read in conjunction with the Award and the General Agreement. 5.5 Except where the General Agreement identifies conditions as core, the Agency Specific Agreement will prevail over the General Agreement and the Award to the extent of any inconsistencies. 5.6 At the date of registration the approximate number of employees covered by this Agency Specific Agreement is 16.

  • Incorporation of Representations and Warranties From Credit Agreement The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Incorporation of Representations and Warranties The representations and warranties of the Tenant and its Affiliated Persons set forth in the Transaction Documents are true and correct on and as of the date hereof in all material respects.

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