Program Agreement and Merchant Agreement Sample Clauses

Program Agreement and Merchant Agreement. (i) Notwithstanding any provision in the Program Agreement or the Merchant Agreement or any other agreement between Sears and JPMC (including for clarity Section 13.1 of the Program Agreement), (A) each of the Program Agreement and the Merchant Agreement will terminate as provided in Section 1(a)(ii) of this Amending Agreement, and (B) in respect of the Program Agreement, neither Party will be required to deliver to the other Party a written notice of non-renewal under the Program Agreement (including for clarity under Section 13.1 of the Program Agreement). (ii) Unless either Party terminates the Program Agreement in accordance with its terms before November 15, 2015 (the “Initial Expiration Date”), each of the Program Agreement and the Merchant Agreement will terminate on the Initial Expiration Date and, in the case of such termination, the Termination Date under the Program Agreement will be the Initial Expiration Date, provided that if, on or before September 15, 2015, (A) Sears has entered into a New Program Agreement (defined below) with a New Issuer (defined below), and (B) such New Issuer and JPMC have entered into a purchase agreement regarding the purchase and sale of the Sears Repurchase Assets that has not been terminated and the closing of such purchase and sale has not been completed before the Initial Expiration Date, each of the Program Agreement and the Merchant Agreement will be extended past the Initial Expiration Date and will terminate on the earlier of (1) March 31, 2016, and (2) the day on which the closing of such purchase and sale is completed, and, in the case of such termination, the Termination Date under the Program Agreement will be the earlier of the dates provided for in clauses (1) and (2) of this Section 1(a)(ii) of this Amending Agreement. (iii) Notwithstanding any provision in the Program Agreement or the Merchant Agreement or any other agreement between Sears and JPMC, only the following provisions (and no other provisions) shall survive the termination of the applicable JPMC Agreement (such surviving provisions, the “Program and Merchant Surviving Provisions”): (A) Sections 6.5, 13.7((a) and (b) only), Articles IX, XI (but only in respect of third party claims) and XIV (other than Section 14.5, Section 14.7 and Section 14.22, which sections shall not survive) of the Program Agreement; (B) the provisions of the Merchant Agreement specified in Section 11.2 of the Merchant Agreement as the surviving provisions and the oth...
Sample 1
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