Common use of Risk Termination Clause in Contracts

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.

Risk Termination. First Data Fiserv may immediately suspend or terminate this Agreement, in its discretion, upon notice if the Companycompany: (a) engages a. Engages in fraud, misrepresentation, misrepresentation or intentional misconduct related to its performance under this Agreement; (b) experiences b. Experiences excessive chargebacks, irregular, irregular or fraudulent payment transactions (based on Network thresholds), ) or engages in business practices creating excessive risk for Cardholders or First DataFiserv; (c) experiences 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 DataFiserv); (d) fails d. Fails to provide notice of a material change in the nature of its business; (e) fails e. Fails to disclose the third third-parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (f) fails f. Fails to fund a Reserve when required under this Agreement; (g) experiences g. Experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (h) materially h. Materially changes its operations, products, services, services or procedures for payments acceptance; (i) fails i. Fails to satisfy a review or audit conducted under this Agreement; (j) sells j. Sells substantially all of its assets, undergoes a change in ownership or control, merges, merges or effects an assignment without obtaining the prior consent of First DataFiserv; or (k) a k. A Network or a governmental authority, instructs First Data 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.

Risk Termination. First Data Fiserv may immediately suspend or terminate this Agreement, in its discretion, upon notice if the CompanyMerchant: (a) engages a. Engages in fraud, misrepresentation, misrepresentation or intentional misconduct related to its performance under this Agreement; (b) experiences b. Experiences excessive chargebacks, irregular, irregular or fraudulent payment transactions (based on Network thresholds), ) or engages in business practices creating excessive risk for Cardholders or First DataFiserv; (c) experiences c. Experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if the CompanyMerchant’s accountants fail to deliver an unqualified audit opinion with respect to the CompanyMerchant’s and its consolidated subsidiaries’ annual financial statements when requested by First DataFiserv); (d) fails d. Fails to provide notice of a material change in the nature of its business; (e) fails e. Fails to disclose the third third-parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (f) fails f. Fails to fund a Reserve when required under this Agreement; (g) experiences g. Experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (h) materially h. Materially changes its operations, products, services, services or procedures for payments acceptance; (i) fails i. Fails to satisfy a review or audit conducted under this Agreement; (j) sells j. Sells substantially all of its assets, undergoes a change in ownership or control, merges, merges or effects an assignment without obtaining the prior consent of First DataFiserv; or (k) a k. A Network or a governmental authority, instructs First Data 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.

Risk Termination. First Data PSP 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 DataPSP; (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 Dataas required under this agreement); (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 DataPSP; (k) on expiry or termination of any agreement with the PSP for the PSP Services; or (kl) is the subject of the events described in clause 1.10(f), or a Network or Network, a governmental authority, or Acquirer instructs First Data PSP to limit, suspend its performance under or terminate this Agreement Agreement. (in which case the Early Termination Fee will not applym) fails to comply with Acquirers's acceptable use policy and/or Acquirer's credit risk criteria (as amended from time to time). Together, the events described in this clause are Default Events.