Wind-down by Bank Sample Clauses

Wind-down by Bank. If (i) the Purchase Option Exercise Period expires, (ii) EFS issues a No Interest Notice or (iii) EFS delivers an Exercise Notice, but the periods set forth in Section 15.4 expire without the consummation of the purchase of the Purchased Assets and the assumption of the Assumed Liabilities, then as promptly as reasonably practicable and in any event within one (1) year thereafter (the “Final Wind-Down Date”), Bank shall wind down the remaining Accounts in the Program or relevant Product Schedule in any lawful manner which may be expeditious or economically advantageous to Bank, including the issuance of a replacement or a substitute card associated with an Account, as applicable; provided, however, that Bank shall (a) remove all Company Licensed Marks from the Financial Products and related materials as promptly as reasonably practicable and in any event prior to the Final Wind-Down Date; (b) discontinue originating Financial Products with Company Licensed Marks within sixty (60) days after the Termination Date; and (c) not re-brand the Financial Products with a Specified Party, sell the Financial Products or Program Customer Data to a Specified Party or a Specified Party’s designee, or otherwise permit the Financial Products or Program Customer Data to benefit a Specified Party. During the wind down period, the rights and obligations of the Parties under this Agreement will continue as provided in the second paragraph of Section 15.5(a). During the wind down period, Bank and EFS shall act in good faith and shall reasonably cooperate with each other to wind down the Program in a reasonable and efficient manner, with the least disruption to Company Customers and Bank Customers as possible.
Sample 1
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Wind-down by Bank. If Retailer does not [*] its [*], then upon (a) six (6) months after the end of the Interim Services Period (if any), or (b) one (1) year following the Agreement Termination Date, whichever occurs first (the “Final Wind-Down Date”), Bank shall wind-down the remaining Walmart MoneyCards in any lawful manner which may be expeditious or economically advantageous to Bank, including the issuance of a replacement or substitute Walmart MoneyCard; provided, however, that: (i) Bank shall remove all Retailer Marks from the Walmart MoneyCards that are not closed prior to the Final Wind-Down Date; (ii) for such period prior to the Final Wind-Down Date as Walmart MoneyCards bear Retailer Marks, [*] shall be [*] commissions in accordance with the commission schedule in effect on the Agreement Termination Date; and (iii) Bank shall not re-brand the Walmart MoneyCards with a Competitor, sell the Walmart MoneyCards or Customer Information to a Competitor or the Competitor’s designee, or otherwise permit the Walmart MoneyCards or Customer Information to benefit a Competitor. Bank agrees that it will not utilize Retailer Customer Numbers without the express written consent of Retailer.
Sample 1
Wind-down by Bank. If Retailer does not exercise its option to purchase the Prepaid Cards pursuant to Section 14.4, then following the Agreement Termination Date: (a) Bank shall have the right, in addition to and retaining all other rights it may have under the terms of this Agreement or Applicable Law, (i) to wind-down the remaining Prepaid Cards in any lawful manner which may be expeditious or economically advantageous to Bank, including the issuance of a replacement or substitute Prepaid Card, (ii) to refer to Retailers name and use the Retailer Marks pursuant to the license granted in Section 11.3 solely for the purpose of identifying the Prepaid Cards in its customary communications with existing customers until all Prepaid Cards are terminated or re-branded; provided, however, that Bank shall re-brand all of the Prepaid Cards no later than [***] after the Agreement Termination Date; and provided, further, that Bank may not re-brand the Prepaid Cards with a Competitor or sell the Prepaid Cards to a Competitor; and (b) Retailer expressly agrees to cooperate with Bank and take any reasonable action to effectuate any such wind-down or re-branded Prepaid Card issuance in an orderly manner. During any wind-down pursuant to this Section 14.5, Bank agrees that it will not utilize Retailer Customer Numbers without the express written consent of Retailer.
Sample 1

Related to Wind-down by Bank

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Mutual Agreement of the Parties Executive’s employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • PAYMENT OF THE DISTRIBUTOR UNDER THE PLAN 8.1 The Fund shall pay to the Distributor as compensation for services under any Plans adopted by the Fund and this Agreement a distribution and service fee with respect to the Fund's classes and/or series of Shares as described in each of the Fund's respective Plans and this Agreement.

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by Borrower Upon at least ninety (90) days prior written notice to Agent, Borrower may, at its option, terminate this Agreement; provided, however, no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit and LC Guaranties have expired or have been cash collateralized to Agent's satisfaction. Any notice of termination given by Borrower shall be irrevocable unless Required Lenders otherwise agree in writing, and Lenders shall have no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

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