Ownership of Merchant Agreements Sample Clauses

Ownership of Merchant Agreements. Each of NOVA, the Bank and Parent acknowledges and agrees that any merchant that is a party to a Merchant Agreement does and shall have a direct business relationship with NOVA. Subject to the Payment Network Regulations, and notwithstanding the Bank being a party to any such Merchant Agreement, or anything to the contrary in any Merchant Agreement, NOVA does and shall own, administer and control the Merchant Agreements and the relationship created thereby (such control shall include, without limitation, decisions regarding the continuance, amendment, assignment or termination of such Merchant Agreement). The Bank acknowledges and agrees that, with respect to any Merchant Agreement to which the Bank is a party, the Bank shall, upon the request of NOVA, and with respect to any Merchant or Referred Merchant designated by NOVA, assign to NOVA and/or such Member as is designated by NOVA all of the Bank's rights and obligations with respect to the Merchant Agreement relating to such Merchant or Referred Merchant. Upon any such request, the Bank agrees to execute all instruments and documents as may reasonably be requested by NOVA in order to effectuate the assignment of such rights and obligations. The Bank also agrees that NOVA may designate, redesignate, or substitute any Member to be the "Member" under the terms of this Agreement with respect to any merchant that is a party to a Merchant Agreement, and the sponsorship of the Bank's activity hereunder. The Bank agrees to take such steps as may reasonably be requested by NOVA to effect any such change in the Member.
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Ownership of Merchant Agreements. The holds all ownership rights to the Merchant Agreements and the Company’s rights in respect of all Merchant Agreements are free and clear of all Liens.
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Ownership of Merchant Agreements. The holds all ownership rights to the Merchant Agreements and the Company’s rights in respect of all Merchant Agreements are free and clear of all Liens. (c) Material Merchants. Schedule 5.21(c) provides a list of each Merchant that on an annual basis for the calendar year 2016 was among the top twenty (20) Merchants of the Company in revenue (to the Company), of all Merchants (a “Material Merchant”). There is no existing dispute between the Company and a Material Merchant and, to the Knowledge of Company, no Material Merchant intends to terminate its Merchant Agreement whether as a result of the consummation of the Contemplated Transactions or otherwise. There are no Material Merchants that receive services from the Company, or in respect of whom the Company receives payments, that are not a party to a Merchant Agreement. (d) The Company has at all times received satisfactory annual evaluations under the NCR Reseller Agreement and maintained, complied with or achieved, as applicable, any certification requirements, sales quotas or other ongoing performance metrics described or required under the NCR Reseller Agreement or any other agreement or arrangement between the Company and any third party. 5.22
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Ownership of Merchant Agreements. Each of NOVA and the Bank acknowledges and agrees that any merchant that is a party to a Merchant Agreement does and. shall have a direct business relationship with NOVA. Subject to the Payment Network Regulations, and notwithstanding the Bank being a party to any such Merchant Agreement, or anything to the contrary in any Merchant Agreement, NOVA does and shall own, administer and control the Merchant Agreements and the relationship created thereby (such control shall include, without limitation, decisions regarding the continuance, amendment, assignment or termination of such Merchant Agreement). The Bank acknowledges and agrees that, with respect to any Merchant Agreement to which the Bank is a party, the Bank shall, upon the request of NOVA in NOVA's sole discretion, and with respect to any Merchant or Referred Merchant designated by NOVA, assign to NOVA and the Member all of the Bank's rights and obligations with respect to the Merchant Agreement relating to such Merchant or Referred Merchant. Upon any such request, the Bank agrees to execute all instruments and documents as may reasonably be requested by NOVA in order to effectuate the assignment of such rights and obligations. The Bank also agrees that NOVA may designate, redesignate, or substitute any financial institution to serve as the Member with respect to any merchant that is a party to a Merchant Agreement and the sponsorship of the Bank's activity hereunder. The Bank agrees to take such steps as may be reasonably be requested by NOVA to effect -any such change in the Member.
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Ownership of Merchant Agreements. Subject to ISO’s right to receive Compensation hereunder, ISO acknowledges and agrees that ISO will have no equity interest, ownership, or other rights in any Merchant Agreement or in the Services provided by eVance hereunder. Further, ISO acknowledges and agrees that all Merchant Agreements, Merchant accounts, records, documentation, and the information contained therein are the property of and are owned by eVance and are considered eVance’s Confidential Information.
Sample 1
Ownership of Merchant Agreements. All right, title and interest to all Merchant Agreements is vested in UCS. Notwithstanding the previous sentence, any time after ISO's residual compensation under this Agreement reaches $300 per month for the most recent 3 consecutive months, ISO may sell, assign or transfer its rights to receive compensation pursuant to Section 4.2 to any third party provided, however, that UCS shall have a right of first refusal with regard to such sale, assignment or transfer. Within 30 days of ISO's written notice to UCS specifying the terms of a bone fide third party offer for ISO's rights under Section 4.2, UCS shall have the right to notify ISO of its exercise of such right of first refusal. UCS shall be entitled to purchase such rights on the same terms and conditions specified in ISO's written notice within 60 days of UCS’ exercise of the right of first refusal. ISO, nor any entity in which ISO or any ISO principal is an owner, director, or employee, shall not, during the term of this Agreement or after termination, solicit, entice or contract with any Merchant for services similar to those provided by UCS under this Agreement or under any Merchant Agreement.
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Ownership of Merchant Agreements. All right, title and interest to all Merchant Agreements is vested in HTATM. Notwithstanding the previous sentence, any time after ISO's residual compensation under this Agreement reaches $300 per month for the most recent 3 consecutive months, ISO may sell, assign or transfer its rights to receive compensation pursuant to Section 4.2 to any third party provided, however, that HTATM shall have a right of first refusal with regard to such sale, assignment or transfer. Within 30 days of ISO's written notice to HTATM specifying the terms of a bone fide third party offer for ISO's rights under Section 4.2, HTATM shall have the right to notify ISO of its exercise of such right of first refusal. HTATM shall be entitled to purchase such rights on the same terms and conditions specified in ISO's written notice within 60 days of HTATM exercise of the right of first refusal. ISO, nor any entity in which ISO or any ISO principal is an owner, director, or employee, shall not, during the term of this Agreement or after termination, solicit, entice or contract with any Merchant for services similar to those provided by HTATM under this Agreement or under any Merchant Agreement.
Sample 1
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Related to Ownership of Merchant Agreements

  • Ownership of Merger Sub; No Prior Activities (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.

  • Ownership of Merger Sub All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.

  • Ownership of Units As of the date hereof, Holder has beneficial ownership over the type and number of the Units set forth under Holder’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Holder. Except for the Units set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Documents The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • Ownership of Works The Executive agrees to promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “Inventions”) that the Executive has conceived or made during his employment with the Company; provided, however, that in this context, “Inventions” are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from the Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than the Executive’s. Should the Company request it, the Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Real Estate Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of REIT or the Borrower in any Real Estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by the Borrower or a Wholly Owned Subsidiary of the Borrower; provided, however that the Borrower shall be permitted to own or lease interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates of Borrower as permitted by §8.3.

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