Retailer that Operates a New Portfolio Sample Clauses

Retailer that Operates a New Portfolio. If the acquired retailer owns and operates the New Portfolio itself or through an Affiliate, the Company may, in its discretion, continue to operate the New Portfolio. If the Company determines, in its discretion, to use a third-party issuer to serve as the issuer for the New Portfolio, the Company shall [****].
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Retailer that Operates a New Portfolio. If the acquired retailer owns and operates the New Portfolio itself or through an Affiliate, the Company shall grant the Bank an exclusive right to negotiate in good faith to purchase the New Portfolio, including the related program assets. Such exclusive negotiation right shall terminate sixty (60) days after the Bank’s receipt of reasonable, industry standard information about such New Portfolio to enable the Bank to evaluate the New Portfolio. In connection with this right, the Company shall reasonably cooperate with the Bank’s efforts to obtain reasonable due diligence information regarding the New Portfolio. The Bank shall be solely responsible for funding the purchase of the New Active.15844721.1 Portfolio, and if acquired by the Bank, subject to any terms and conditions of such purchase, the New Portfolio shall become subject to the terms and conditions of this Agreement. The Company shall be under no obligation to accept such offer or to provide the Bank with any right to match any offer thereafter received by the Company from any third party. If the Company and the Bank do not enter into such an agreement during the Bank’s exclusive negotiation period, the Company may elect to (A) keep such New Portfolio or (B) offer such New Portfolio for sale to a third party; provided, however, that the Company will not sell the New Portfolio to a third party if the terms of such sale and the related program agreement are, in the aggregate, materially less favorable to the Company than the terms offered by the Bank. If the Company does not sell such New Portfolio to the Bank (whether because the Company elects to keep such New Portfolio or sell it to a third party), the restrictions of Section 2.2 shall not apply to the Credit Card business associated with such New Portfolio, including any growth thereof (including as a result of new Credit Cards by the retailer so acquired).
Retailer that Operates a New Portfolio. If the acquired retailer owns and operates the New Portfolio itself or through an Affiliate, the Company shall grant the Bank the right (which shall be nonexclusive and may be extended to other Credit Card issuers on the same basis) to submit a bid to purchase the New Portfolio. The Bank shall be solely responsible for funding the purchase of the New Portfolio, and if acquired by the Bank, subject to any terms and conditions of such purchase, the New Portfolio shall become subject to the terms and conditions of this Agreement. The Company shall be under no obligation to accept such offer or to provide the Bank with any right to match any offer received by the Company from any third party. The Company may elect to (A) keep such New Portfolio, (B) offer such New Portfolio for sale to a third party, or (C) accept the offer made by the Bank. If the Company does not sell such New Portfolio to the Bank (whether because the Company elects to keep such New Portfolio or sell it to a third party), the restrictions of Section 2.2 shall not apply to the Credit Card business associated with such New Portfolio, including any growth thereof (including as a result of new Credit Cards by the retailer so acquired).

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