Risk Termination Sample Clauses

Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if the Company: (a) engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; (b) experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; (c) experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if the Company’s accountants fail to deliver an unqualified audit opinion with respect to the Company’s and its consolidated subsidiaries’ annual financial statements when requested by First Data); (d) fails to provide notice of a material change in the nature of its business; (e) fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (f) fails to fund a Reserve when required under this Agreement; (g) experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (h) materially changes its operations, products, services, or procedures for payments acceptance; (i) fails to satisfy a review or audit conducted under this Agreement; (j) sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without obtaining the prior consent of First Data; or (k) a Network or a governmental authority, instructs First Data to limit, suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply). Together, the events described in this clause are Default Events.
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Risk Termination. Fiserv may immediately suspend or terminate this Agreement, in its sole discretion, upon notice if: a) the Company engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; b) the Company experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or if Fiserv is of the opinion that the Company has engaged in business practices creating or which is reasonably likely to create excessive risk for Cardholders or Fiserv; c) Fiserv is of the opinion that the Company has experienced, or is reasonably likely to experience, a material adverse change in its financial condition (including the failure to pay any of its debts or if the Company’s accountants fail to deliver an unqualified audit opinion with respect to the Company’s and its consolidated subsidiaries’ annual financial statements when requested by Fiserv); d) the Company fails to provide notice of a material (as determined by Fiserv in its sole opinion) change in the nature of its business; e) the Company fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; f) the Company fails to fund a Reserve when required under this Agreement; g) the Company experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; h) Fiserv is of the opinion that the Company has materially changed its operations, products, services, or procedures for payments acceptance; i) the Company fails to satisfy a review or audit conducted under this Agreement; j) the Company sells substantially all (as determined by Fiserv in its sole opinion) of its assets, undergoes a change in ownership or control, merges, or effects an assignment without obtaining the prior consent of Fiserv; or k) A Network or a governmental authority, instructs Fiserv to limit, suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply). Together, the events described in this clause are Default Events.
Sample 1Sample 2
Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if Company: (1) engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; (2) experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; (3) experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if Company's accountants fail to deliver an unqualified audit opinion with respect to Company's and its consolidated subsidiaries' annual financial statements when requested by First Data); (4) fails to provide notice of a material change in the nature of its business; (5) fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (6) fails to fund a Reserve when required under this Agreement; (7) experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (8) materially changes its operations, products, services, or procedures for payments acceptance; (9) sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without obtaining the prior consent of First Data; (10) defaults under any other agreement it has with First Data or its affiliates; or (11) a Network, a governmental authority, or Bank instructs First Data to suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply).
Sample 1
Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if the Company: 12.2.1 engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; 12.2.2 subject to a 10 day cure period, experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; 12.2.3 subject to a 10 day cure period, experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if the Company’s accountants fail to deliver an unqualified audit opinion with respect to the Company’s and its consolidated subsidiaries’ annual financial statements when requested by First Data); LEGO041960/03.13.2020 – Execution Copy 8 PSA MetaBank v090618 12.2.4 fails to provide notice of a material change in the nature of its business; 12.2.5 fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; 12.2.6 subject to a 3 day cure period, fails to fund a Reserve when required under this Agreement; 12.2.7 experiences a Security Incident; 12.2.8 subject to a 10 day cure period, fails to comply with PCI DSS or a material Network requirement; 12.2.9 subject to a 10 day cure period, materially changes its operations, products, services, or procedures for payments acceptance; 12.2.10 sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without complying with Section 22; 12.2.11 defaults under any other agreement it has with First Data or its affiliates subject to such other agreement’s applicable cure period; or 12.2.12 a Network, a governmental authority, or the Bank instructs First Data to suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply). Together, the events described in this Section are Default Events. First Data will suspend services instead of immediately terminating this Agreement for a Default Event where, in First Data’s reasonable discretion, doing so will not expose First Data to material harm. During such suspension First Data will work in good faith with Company to reasonably assist in curing any Default Event (to the extent curable). The preceding two sentences will not apply to Section 12.2.12. Any suspension shal...
Sample 1

Related to Risk Termination

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • 1Termination This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Vendor’s Termination If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • 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.

  • Other Termination This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Disaffiliation Date by either Party if: (a) prior to the Disaffiliation Date, there has been a material breach of any representation, warranty, covenant or agreement on the part of a Party set forth in this Agreement; provided, however, that, if such breach is curable by the breaching Party through the exercise of its commercially reasonable efforts and for so long as the breaching Party continues to exercise such commercially reasonable efforts (but in no event longer than thirty (30) days after the non-breaching Party’s written notification to the breaching Party of the occurrence of such breach), the non-breaching Party may not terminate this Agreement; or, (b) if all the conditions set forth in this Agreement have not been satisfied or waived on or before the Disaffiliation Date, unless such satisfaction has been frustrated or made impossible by any act or failure to act of non-breaching Party.

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

  • Early Contract Termination The State may terminate this contract in whole or in part by giving fifteen (15) days written notice to the Purchaser when it is in the best interests of the State. If this contract is so terminated, the State shall be liable only for the return of that portion of the initial deposit that is not required for payment, and the return of unapplied payments. The State shall not be liable for damages, whether direct or consequential.

  • ISDA Termination Either Dealer or Counterparty has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement, in which case, except as otherwise specified herein and except as a result of an Event of Default under Section 5(a)(i) of the Agreement, the provisions of Paragraph 7(g) below shall apply in lieu of the consequences specified in Section 6 of the Agreement;

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