Third Party Service Provider Contracts Sample Clauses

Third Party Service Provider Contracts. (a) Purchaser acknowledges that Seller has in effect the agreements identified on Schedule 3.6(a) with third party service providers, and that Seller shall maintain such agreements at least until the Conversion Date, unless such agreements can be earlier terminated upon mutual agreement of the parties hereto. During the Conversion Period, Seller agrees to continue its operational responsibilities under all of the agreements listed in Schedule 3.6(a) relating to the Transferred Assets and the Merchant Acquiring Business as Transitional Services in accordance with the terms and conditions of the Interim Transaction Processing Agreement. During the Conversion Period, Purchaser shall pay to Seller such fees as set forth in the Interim Transaction Processing Agreement and Seller shall maintain and implement such agreements with third party service providers, including those identified on Schedule 3.6(a), as necessary to provide the Transitional Services under the Interim Transaction Processing Agreement. In the event Purchaser requires the services of the third party service providers listed on Schedule 3.6(a) beyond the Conversion Date, Purchaser agrees to either, at Seller's sole discretion, assume the agreements from Seller as of the Conversion Date or enter into new agreements with such third party service providers. (b) With respect to the Buypass Agreement, Purchaser and Seller agree as follows: (i) between the Closing Date and the Cut-Off Date (as that term is defined in the Interim Transaction Processing Agreement), (A) Seller may pass on to Purchaser the actual charges for point of sale authorization, settlement and other services incurred thereunder ("Usage Fees") in accordance with the terms of the Interim Transaction Processing Agreement and (B) Purchaser and Seller shall share equally any amounts required to be paid in excess of the Usage Fees in connection with any minimum payment requirements ("Minimum Fees"); and (ii) after the Cut-Off Date, Seller and Purchaser share equally any Minimum Fees or fees paid to terminate or assign the Buypass Agreement.

Third Party Service Provider Contracts. Purchaser acknowledges that Seller has in effect the agreements identified on Schedule 3.6 with third party service providers, and that Seller shall maintain such agreements until the Conversion Date, unless such agreements can be earlier terminated upon mutual agreement of the parties hereto. During the Conversion Period, Purchaser agrees to undertake the operational responsibilities of Seller under all of the agreements listed in Schedule 3.6 and Purchaser agrees to reimburse Seller for Seller's costs incurred during the Conversion Period under each of these agreements but only for point-of-sale services (e.g., network and equipment); provided, however, that to the extent any rental collection obligations have accrued prior to or during the Conversion Period but are not yet satisfied as of the Conversion Date, Purchaser agrees that it shall remit rental payments received by it from merchants in connection with such agreements and forward them to the appropriate third party service provider and, further provided, that this Section 3.6 shall in no event be construed to limit or alter the provisions of Section 5.5 hereof, providing, among other things, that in no event shall Purchaser be responsible for Termination Fees in excess of Thirty-Three Thousand and No/100 Dollars ($33,000). In the event NOVA requires the services of the service providers listed on Schedule 3.6 beyond the Conversion Date, and NOVA so requests, NOVA agrees to assume the agreements from Bank as of the Conversion Date.