Common use of Risk Termination Clause in Contracts

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.