Reserve Account After Agreement Terminates Sample Clauses

Reserve Account After Agreement Terminates. Merchant Bank may continue to hold or deposit fundsin the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Provider. Upon termination of the Agreement by Merchant or Provider, Provider may retain sufficient funds to satisfy any and all Processing Fees, Chargebacks, Credit Vouchers, Liquidated Damages, and any and all additional fees, fines, assessments, penalty amounts and charges due the Card Networks. If no funds have been deposited into the Reserve Account before termination, Provider, at Provider’s option, may notify Merchant to deposit funds into the Reserve Account upon termination of this Agreement. All provisions which apply to a pre- termination Reserve Account will apply after termination, including replenishment of deficiencies. The funds will be held by Provider or its designated agent for a period of not less than one hundred eighty (180) days from the date of the last Transaction processed under this Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold. Provider will return the balance in the Reserve Account to Merchant after Provider reasonably determines that the risk of Chargebacks and other Processing Fees has ended and after deducting all amounts that Merchant owes to Provider under this Agreement or any other agreement.
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Reserve Account After Agreement Terminates. Servicer may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Servicer, or the reason for termination. Upon termination of this Agreement by Merchant or Servicer, Servicer may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, 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 Servicer under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Servicer, the Card Brands, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right under this Agreement, if Servicer reasonably believes that due to the circumstances of the termination of this Agreement, the amount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this Section, may equal or exceed the amount held in the Reserve Account, Servicer may also identify, sequester, or transfer to itself (including its own Servicer account(s)) any portion of the Reserve Account or other funds held by Servicer that Servicer believes is needed to pay such obligation, and Servicer may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit or the benefit of any third party). If no funds have been deposited into the Reserve Account before termination of this Agreement, Servicer, at Servicer’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Servicer in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Servicer or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of an...
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Reserve Account After Agreement Terminates 
Sample 1

Related to Reserve Account After Agreement Terminates

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Facility Termination Date Any outstanding Loans and all other unpaid Obligations (other than contingent indemnity obligations) shall be paid in full by the Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive.

  • Servicer Termination (a) Following the occurrence of any of the events set forth in Section 19.2.1, the Trustee may elect, at its reasonable discretion, to terminate the Servicer under this Agreement with respect to the Mortgage Loans. The Trustee shall provide a written termination notice to the Servicer.

  • DEFAULT; TERMINATION OF MASTER SERVICER Section 7.01 Events of Default..........................................101 Section 7.02 Trustee to Act; Appointment of Successor...................102 Section 7.03 Notification to Certificateholders.........................104

  • Termination; General The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. Notwithstanding the foregoing, in the event of a termination by the Company under Section 6(b) or 6(e), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under this Section 6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

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