Merchant Bank is responsible for the Card Program and for the Merchant’s participation in the Card Program.
Merchant Bank or Processor may terminate this Agreement in either's sole and absolute discretion, effective immediately, upon written, electronic or oral notice to Merchant if Merchant Bank or Processor reasonably determines that any of the following conditions exists: (i) Merchant has violated any provision of this Agreement or any Card Network requires Provider to terminate this Agreement as to any Card type; (ii) There is a material adverse change in Merchant's financial condition or a change in Merchant's products/services or volume or mix thereof, or otherwise in Merchant's business, or in Merchant's customer acceptance policy which increases Processor's or Merchant Bank's risks; (iii) A petition in bankruptcy has been filed by or against Merchant, the Merchant is generally unable to pay its debts as they become due, a receiver, custodian, trustee, liquidator or similar official is appointed for a substantial portion of Merchant's business, there is a general assignment for the benefit of creditors, or the business terminates; (iv) Any information which Merchant provided to Provider, including Application information, was false, incomplete or misleading when received; (v) At any time during the term of this Agreement, Merchant has had a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), or Chargebacks are in excess of three percent (3%) of any monthly dollar amount of Transactions; (vi) There is an overdraft for three (3) days or more in the Settlement Account, or overdrafts in the Settlement Account are otherwise excessive; (vii) Merchant or any of Merchant's officers or employees has been involved in processing Transactions with Provider or other parties arising from fraudulent or otherwise unauthorized Transactions; (viii) Merchant is or will be unable or unwilling to perform its obligations under this Agreement or any applicable laws; (ix) Merchant has failed to pay Provider any amount when due; (x) Merchant has failed to promptly perform or discharge any obligation under this Agreement, the Settlement Account or the Reserve Account; (xi) Any of Merchant's representations or warranties made in connection with this Agreement was not true or accurate when given;
Merchant Bank hereby consents to the assignment of all of Hippocampe's present and future rights and obligations under the Bank Agreements to ICHOR and the assumption by ICHOR of such rights and obligations.
Merchant Bank may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Bank, or the reason for termination. Upon termination of the Agreement by Merchant or Bank, Bank may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/ or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other
Merchant Bank will provide provisional credit to Merchant for each valid Transaction which Merchant submits to Provider by crediting Merchant's Settlement Account, provided Merchant Bank has received settlement for the valid Transaction through the interchange procedures specified by the Card Network applicable to the Card used for the Transaction(Provider does not provide payment for all Card types for which Authorization services are provided). Merchant Bank is not obligated to provide provisional credit to Merchant for Transactions submitted that are not valid Transactions and may suspend or discontinue any provisional credit in Merchant Bank's and/or Processor's sole and absolute discretion, including for any reason that would justify termination of this Agreement. Each provisional credit from Merchant Bank to Merchant will be subject to Adjustment, including revocation, upon Provider's further review and verification. Provisional credit to Merchant for a Transaction disputed by a Cardholder for any reason is not final. Merchant Bank may deduct from any payment to Merchant the amount of any Credit Voucher processed for Merchant, any Chargeback to Merchant, any amount to be deposited in the Reserve Account and any Processing Fees and Card Network fines, assessments or charges due from Merchant. Xxxxxxxx must immediately pay Provider the amount by which a Credit Voucher processed on any day exceeds valid Transactions submitted on that day. Without limiting Provider's remedies, Merchant Bank may obtain the amount due by deducting it from the Settlement Account, Reserve Account or other accounts of or funds due Merchant. Xxxxxxxx acknowledges that all payments and credits provided to Merchant are provisional and subject to suspension, to Chargebacks and to Adjustments in accordance with this Agreement and the Operating Rules.
Merchant Bank may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Bank, or the reason for termination. Upon
Merchant Bank. In the event that the conditions to the transfer of the Committed Shares under the Collateral Agreement are not fulfilled on or before March 31, 1999, Merchant Bank shall sell the Committed Shares and pay the Purchase Price to Druxxxxx xx accordance with the terms hereof. Covenants, Representations and Warranties ----------------------------------------- Druxxxxx xxvenants, represents and warrants to Merchant Bank as at December 31, 1998, and acknowledges that Merchant Bank is relying upon such covenants, representations and warranties in purchasing the Purchased Shares, as follows:
Merchant Bank is a corporation duly organized and validly subsisting in all respects under the laws of Switzerland and is in good standing with respect to all required filings with each governmental or regulatory or other authority having jurisdiction;
Merchant Bank. A financial institution that provides financial services and advice to businesses. It is a bank that enters into a formal merchant agreement with a merchant, to process bank cards and accept deposits generated by bank card transactions. Merged Credit Report: A credit report made by merging the information obtained from two or more major credit bureaus.
Merchant Bank. All other provisions of the Credit Agreement and the Assignment Agreement shall continue in full force and effect and shall not be modified hereby.
