Common use of Merchant Assignment/Ownership Transfer Clause in Contracts

Merchant Assignment/Ownership Transfer. Upon ninety (90) days’ written notice to SHIFT4, Merchant may, with the consent of SHIFT4 which will not be unreasonably withheld, assign, transfer, delegate, or pledge this Gateway Services Agreement and any of its rights or obligations hereunder (i) to any of its Affiliates or (ii) in connection with a consolidation, merger, sale, divestiture, or spin-off of substantially all of its (or any of its Affiliates’, business units’ or business lines’) assets or voting stock, provided that the assignee or successor in interest assumes in writing the obligations of Merchant hereunder. Merchant will provide SHIFT4 with proof that assignee or successor in interest has assumed the obligations of Merchant hereunder. Xxxxxxxx holds SHIFT4 harmless in the event of a misappropriation of funds in connection with an ownership transfer transaction between assignee and Merchant. In the event of assignment or ownership transfer, Xxxxxxxx agrees that all or a portion of the Early Termination Fee may be waived, provided that appropriate assignment notice has been given and the assignee or new ownership entity executes a new GATEWAY Service Gateway Services Agreement or portion thereof (e.g., PAY addendum) with SHIFT4 prior to the next billing cycle. Subject to the provisions set forth above in this Section, this Gateway Services Agreement and the covenants and agreements herein contained, shall inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns. Any assignment in violation of Sections 23.5 or 23.6 is void.

Merchant Assignment/Ownership Transfer. Upon ninety (90) days’ written notice to SHIFT4, Merchant may, with the consent of SHIFT4 which will not be unreasonably withheld, assign, transfer, delegate, or pledge this Gateway Services Agreement and any of its rights or obligations hereunder (i) to any of its Affiliates or (ii) in connection with a consolidation, merger, sale, divestiture, or spin-off of substantially all of its (or any of its Affiliates’, business units’ or business lines’) assets or voting stock, provided that the assignee or successor in interest assumes in writing the obligations of Merchant hereunder. Merchant will provide SHIFT4 with proof that assignee or successor in interest has assumed the obligations of Merchant hereunder. Xxxxxxxx Merchant holds SHIFT4 harmless in the event of a misappropriation of funds in connection with an ownership transfer transaction between assignee and Merchant. In the event of assignment or ownership transfer, Xxxxxxxx Merchant agrees that all or a portion of the Early Termination Fee may be waived, provided that appropriate assignment notice has been given and the assignee or new ownership entity executes a new GATEWAY Service Gateway Services Agreement or portion thereof (e.g., PAY addendum) with SHIFT4 prior to the next billing cycle. Subject to the provisions set forth above in this Section, this Gateway Services Agreement and the covenants and agreements herein contained, shall inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns. Any assignment in violation of Sections 23.5 or 23.6 is void.

Merchant Assignment/Ownership Transfer. Upon ninety (90) days’ written notice to SHIFT4, Merchant may, with the consent of SHIFT4 which will not be unreasonably withheld, assign, transfer, delegate, or pledge this Gateway Services Agreement and any of its rights or obligations hereunder (i) to any of its Affiliates or (ii) in connection with a consolidation, merger, sale, divestiture, or spin-off of substantially all of its (or any of its Affiliates’, business units’ or business lines’) assets or voting stock, provided that the assignee or successor in interest assumes in writing the obligations of Merchant hereunder. Merchant will provide SHIFT4 with proof that assignee or successor in interest has assumed the obligations of Merchant hereunder. Xxxxxxxx Mer- chant holds SHIFT4 harmless in the event of a misappropriation of funds in connection with an ownership transfer transaction between assignee and Merchant. In the event of assignment or ownership transfer, Xxxxxxxx Merchant agrees that all or a portion of the Early Termination Fee may be waived, provided that appropriate assignment notice has been given and the assignee or new ownership entity executes a new GATEWAY Service Gateway Services Agreement or portion thereof (e.g., PAY addendum) with SHIFT4 prior to the next billing cycle. Subject to the provisions set forth above in this Section, this Gateway Services Agreement and the covenants and agreements herein contained, shall inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns. Any assignment in violation of Sections 23.5 or 23.6 is void.

Merchant Assignment/Ownership Transfer. Upon ninety (90) days’ written notice to SHIFT4, Merchant may, with the consent of SHIFT4 which will not be unreasonably withheld, assign, transfer, delegate, or pledge this Gateway Services Agreement and any of its rights or obligations hereunder (i) to any of its Affiliates or (ii) in connection with a consolidation, merger, sale, divestiture, or spin-off of substantially all of its (or any of its Affiliates’, business units’ or business lines’) assets or voting stock, provided that the assignee or successor in interest assumes in writing the obligations of Merchant hereunder. Merchant will provide SHIFT4 with proof that assignee assignee‌ or successor in interest has assumed the obligations of Merchant hereunder. Xxxxxxxx holds SHIFT4 harmless in the event of a misappropriation of funds in connection with an ownership transfer transaction between assignee and Merchant. In the event of assignment or ownership transfer, Xxxxxxxx agrees that all or a portion of the Early Termination Fee may be waived, provided that appropriate assignment notice has been given and the assignee or new ownership entity executes a new GATEWAY DOTN Service Gateway Services Agreement or portion thereof (e.g., PAY addendum) with SHIFT4 prior to the next billing cycle. Subject to the provisions set forth above in this Section, this Gateway Services Agreement and the covenants and agreements herein contained, shall inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns. Any assignment in violation of Sections 23.5 or 23.6 is void.

Merchant Assignment/Ownership Transfer. Upon ninety (90) days’ written notice to SHIFT4, Merchant may, with the consent con- sent of SHIFT4 which will not be unreasonably withheld, assign, transfer, delegate, or pledge this Gateway Services Agreement Agree- ment and any of its rights or obligations hereunder (i) to any of its Affiliates or (ii) in connection with a consolidation, merger, sale, divestiture, or spin-off of substantially all of its (or any of its Affiliates’, business units’ or business lines’) assets or voting stock, provided that the assignee or successor in interest assumes in writing the obligations of Merchant hereunder. Merchant Mer- chant will provide SHIFT4 with proof that assignee or successor in interest has assumed the obligations of Merchant hereunderhereun- der. Xxxxxxxx holds SHIFT4 harmless in the event of a misappropriation of funds in connection with an ownership transfer transaction between assignee and Merchant. In the event of assignment or ownership transfer, Xxxxxxxx agrees that all or a portion of the Early Termination Fee may be waived, provided that appropriate assignment notice has been given and the assignee or new ownership entity executes a new GATEWAY Service Gateway Services Agreement or portion thereof (e.g., PAY addendum) with SHIFT4 prior to the next billing cycle. Subject to the provisions set forth above in this Section, this Gateway Gate- way Services Agreement and the covenants and agreements herein contained, shall inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns. Any assignment in violation of Sections 23.5 or 23.6 is void.