Common use of Merchant’s Business Clause in Contracts

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring or selling any substantial part of its total assets, or liquidating; (ii) changing the basic nature of its business, including selling any products or services not related to its current business; (iii) changing ownership or transferring control of its business; (iv) entering into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an entity not listed on the Merchant Application; (v) processing transactions through any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering Merchant’s approved monthly volume and average ticket. (b) Failure to provide notice as required above may be deemed a breach of this Agreement, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of Merchant’s failure to report changes. Service Providers may immediately terminate this Agreement upon a material change to the information in the Merchant Application.

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring transfer or selling any sell a substantial part of its total assets, or liquidatingliquidate; (iib) changing change the basic nature of its business, including selling any products or services not related to its current business; (iiic) changing change ownership or transferring transfer control of its business; (ivd) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an any person or entity not listed on a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes its return policies or fulfillment house from those identified in the Merchant Application; (v) processing transactions through . Merchant will immediately notify Bank in writing if it becomes subject to any URL not already disclosed to Service Providers as required under Section 2.16; voluntary or (vi) materially altering involuntary bankruptcy or insolvency petition or proceeding. Merchant’s approved monthly volume and average ticket. (b) Failure 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of Merchant’s failure to report changes. Service Providers Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement upon a if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material change to variances from the information in disclosures on the Merchant Applicationapplication in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring transfer or selling any sell a substantial part of its total assets, or liquidatingliquidate; (iib) changing change the basic nature of its business, including selling any products or services not related to its current business; (iiic) changing change ownership or transferring transfer control of its business; (ivd) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an any person or entity not listed on a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) change its return policies or fulfillment house from those identified in the Merchant Application; (v) processing transactions through any URL not already disclosed to Service Providers as required under Section 2.16; or (vig) materially altering make any changes to its Account. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s approved monthly volume and average ticket. (b) Failure 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of Merchant’s failure to report changes. Service Providers Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement upon a if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material change to variances from the information in disclosures on the Merchant Application.application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals,

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring or selling any substantial part of its total assets, or liquidating; (ii) changing the basic nature of its business, including selling any products or services not related to its current business; (iii) changing ownership or transferring control of its business; (iv) entering into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an entity not listed on the Merchant Application; (v) processing transactions through any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering Merchant’s approved monthly volume and average ticket. (b) Failure to provide notice as required above may be deemed a breach of this Agreement, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant Xxxxxxxx must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven (7) days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of MerchantXxxxxxxx’s failure to report changes. Service Providers may immediately terminate this Agreement upon a material change to the information in the Merchant Application.

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers Bank and SPS with immediate notice prior of its intent to (i) transferring transfer or selling sell any substantial part of its total assets, or liquidatingliquidate; (ii) changing change the basic nature of its business, including selling any products or services not related to its current business; (iii) changing change fifty percent (50%) or more of the ownership or transferring transfer control of its business; (iv) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of any person or entity not a party to this Agreement assumes any interest in Merchant’s equity changes ownership to an entity not listed on the Merchant Applicationbusiness; or (v) processing transactions through alter in any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering way Merchant’s approved monthly volume and average ticket. ; (b) Failure to provide notice as required above may be deemed a material breach and shall be sufficient grounds for termination of this Agreement, or, at Service Providers’ SPS’s option may result in Service Providers SPS amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably SPS and Bank deem it necessary to protect against financial loss. If any of the changes listed above occur, Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Service Providers SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, will include Service Providers Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers SPS, with a copy to Bank, in writing of any material changes to the information in the Merchant Application or Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional retail locations using location or new business, the Servicesidentity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify Service Providers SPS in writing writing, with a copy to Bank, if Merchant sells or closes its business. Service Providers Except for a change to the financial condition, SPS and Bank must receive all such notices seven 7 days before prior to the change or change. Merchant will provide updated information to SPS upon request. Merchant is liable to Service Providers SPS and Bank for all losses and expenses incurred by Service Providers SPS and Bank arising out of Merchant’s failure to report changes. Service Providers SPS and Bank may immediately terminate this Agreement upon a material change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant Applicationnotifies SPS and Bank of such change.

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring transfer or selling any sell a substantial part of its total assets, or liquidatingliquidate; (iib) changing change the basic nature of its business, including selling any products or services not related to its current business; (iiic) changing change ownership or transferring transfer control of its business; (ivd) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an any person or entity not listed on a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes its return policies or fulfillment house from those identified in the Merchant Application; (v) processing transactions through any URL not already disclosed to Service Providers as required under Section 2.16; or (vig) materially altering changes to its Account. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s approved monthly volume and average ticket. (b) Failure 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of Merchant’s failure to report changes. Service Providers Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement upon a if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material change to variances from the information in disclosures on the Merchant Application.application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals,

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers Bank and Cornerstone with immediate notice prior of its intent to (i) transferring transfer or selling sell any substantial part of its total assets, or liquidatingliquidate; (ii) changing change the basic nature of its business, including selling any products or services not related to its current business; (iii) changing change fifty percent (50%) or more of the ownership or transferring transfer control of its business; (iv) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of any person or entity not a party to this Agreement assumes any interest in Merchant’s equity changes ownership to an entity not listed on the Merchant Applicationbusiness; or (v) processing transactions through alter in any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering way Merchant’s approved monthly volume and average ticket. ; (b) Failure to provide notice as required above may be deemed a material breach and shall be sufficient grounds for termination of this Agreement. If any of the changes listed above occur, orBank and Cornerstone may, at Service Providersupon 30 days’ option may result in Service Providers amending prior written notice to Merchant, amend the terms of this Agreement, including, Agreement including but not limited to, permit to holding funds and/or and altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial lossschedule, or provide immediate notice of termination; (c) Merchant will immediately notify Service Providers Cornerstone, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, will include Service Providers Bank and Cornerstone on the list of creditors filed fled with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers Cornerstone, with a copy to Bank, in writing of any material changes to the information in the Merchant Application or Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional retail locations using location or new business, the Servicesidentity of principals and/or owners, the form of business organization, type of goods and services provided, and how sales are completed. Merchant must also notify Service Providers Cornerstone in writing writing, with a copy to Bank, if Merchant sells or closes its business. Service Providers Except for a change to the financial condition, Cornerstone and Bank must receive all such notices seven 7 days before the change or change. Merchant will provide updated information to Cornerstone upon request. Merchant is liable to Service Providers Cornerstone and Bank for all losses and expenses incurred by Service Providers Cornerstone and Bank arising out of Merchant’s failure to report changes. Service Providers Cornerstone and Bank may immediately terminate this Agreement upon a material change to the information in the Merchant Application, whether Cornerstone and Bank independently discover such change or whether Merchant notifies Cornerstone and Bank of such change.

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers Bank and SPS with immediate notice prior of its intent to (i) transferring transfer or selling sell any substantial part of its total assets, or liquidatingliquidate; (ii) changing change the basic nature of its business, including selling any products or services not related to its current business; (iii) changing change fifty percent (50%) or more of the ownership or transferring transfer control of its business; (iv) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of any person or entity not a party to this Agreement assumes any interest in Merchant’s equity changes ownership to an entity not listed on the Merchant Applicationbusiness; or (v) processing transactions through alter in any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering way Merchant’s approved monthly volume and average ticket. ; (b) Failure to provide notice as required above may be deemed a material breach and shall be sufficient grounds for termination of this Agreement, or, at Service Providers’ SPS’s option may result in Service Providers SPS amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably SPS and Bank deem it necessary to protect against financial loss. If any of the changes listed above occur, Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Service Providers SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, will include Service Providers Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers SPS, with a copy to Bank, in writing of any material changes to the information in the Merchant Application or Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional retail locations using location or new business, the Servicesidentity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify Service Providers SPS in writing writing, with a copy to Bank, if Merchant sells or closes its business. Service Providers Except for a change to the financial condition, SPS and Bank must receive all such notices seven 7 days before prior to the change or and otherwise upon requestrequest from SPS. Merchant is liable to Service Providers SPS and Bank for all losses and expenses incurred by Service Providers SPS and Bank arising out of Merchant’s failure to report changes. Service Providers SPS and Bank may immediately terminate this Agreement upon a material change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant Applicationnotifies SPS and Bank of such change.

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers RMS with immediate notice prior to of its intent to: (i) transferring transfer or selling sell any substantial part of its total assets, or liquidatingliquidate; (ii) changing change the basic nature of its business, including selling any products or services not related to its current business; (iii) changing change ownership or transferring transfer control of its business; (iv) entering enter into any joint venture, partnership or similar business arrangement whereby more than 10% of any person or entity not a party to this Agreement assumes any interest in Merchant’s equity changes ownership to an entity not listed on the Merchant Applicationbusiness; or (v) processing transactions through alter in any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering way Merchant’s approved monthly volume and average ticket. (b) Failure to provide notice as required above may be deemed a material breach and shall be sufficient grounds for termination of this Agreement. Merchant agrees that a failure to disclose such information shall constitute a presumption that Merchant has committed an act of fraud in the event RMS suffers any financial loss at the hands of a subsequent unreported purchaser or operator of Merchant. If any of the changes listed above should occur, or, at Service Providers’ RMS shall have the option may result in Service Providers amending to re-negotiate the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; Agreement or provide immediate notice of termination. (c) Merchant will immediately notify Service Providers RMS of any bankruptcyBankruptcy, receivership, insolvency insolvency, or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, will include Service Providers RMS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; . (d) A Merchant must not, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, sell, transfer, or disclose any materials that contain Cardholder Account Numbers, personal information, or Visa Transaction Information to agent, vendors or third parties. The merchant must return this information to its acquirer or provide acceptable proof of destruction of this information to RMS. (e) Merchant must notify Service Providers RMS in writing of any material changes to the information in the Merchant Application or Application, including but not limited to: a change to Merchant’s financial condition within 3 days, any additional retail locations using location or new business, the Servicesidentity of principals and/or owners, the form of business organization, type of goods and services provided, and how sales are completed. Merchant must also notify Service Providers RMS in writing if Merchant sells or closes its business. Service Providers must receive Except for a change to the financial condition, all such notices seven must be received by RMS 7 days before the change or change. Merchant will provide updated information to RMS upon request. Merchant is and or Guarantors agree that they are liable to Service Providers RMS for all losses and expenses incurred by Service Providers RMS arising out of Merchant’s failure to report changes. Service Providers RMS may immediately terminate this Agreement upon a material change to the information in the Merchant Application, whether such change is independently discovered by RMS or whether RMS is notified of such change by Merchant. (f) Separate notification regarding changes to account information, including those to Account, must be made to outside services used by merchant including but not limited to American Express, Discover Card, and leasing company.

Merchant’s Business. (a) Merchant shall use commercially reasonable efforts to provide Service Providers with notice prior to (i) transferring or selling any substantial part of its total assets, or liquidating; (ii) changing the basic nature of its business, including selling any products or services not related to its current business; (iii) changing ownership or transferring control of its business; (iv) entering into any joint venture, partnership or similar business arrangement whereby more than 10% of Merchant’s equity changes ownership to an entity not listed on the Merchant Application; (v) processing transactions through any URL not already disclosed to Service Providers as required under Section 2.16; or (vi) materially altering Merchant’s approved monthly volume and average ticket. (b) Failure to provide notice as required above may be deemed a breach of this Agreement, or, at Service Providers’ option may result in Service Providers amending the terms of this Agreement, including, but not limited to, permit holding funds and/or altering the Merchant funding schedule if Service Providers reasonably deem it necessary to protect against financial loss; (c) Merchant will immediately notify Service Providers of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will, to the extent permitted by applicable law, include Service Providers on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Service Providers in writing of any material changes to the information in the Merchant Application or any additional retail locations using the Services. Merchant Xxxxxxxx must also notify Service Providers in writing if Merchant sells or closes its business. Service Providers must receive all such notices seven days before the change or upon request. Merchant is liable to Service Providers for all losses and expenses incurred by Service Providers arising out of MerchantXxxxxxxx’s failure to report changes. Service Providers may immediately terminate this Agreement upon a material change to the information in the Merchant Application.