1System Changes Sample Clauses

1System Changes. (a)Bank shall not make any change to any of the Bank Systems that would (i) require Company to make material changes to or (ii) negatively impact the functionality of, in each case, Company’s or its Affiliates’ software, databases, computers, systems and networks employed by Company in the ordinary course of its business, including Company’s POS (the “Company Systems”) (a “Bank System Change”) unless (x) Bank reimburses Company for any costs incurred by Company as a result of such Bank System Change, including reasonable costs related to Company Systems’ upgrades, change in file protocols, employee resources and other similar costs; provided that, as a condition for reimbursement, Company will, promptly following Bank’s notification of an anticipated Bank System Change, provide an estimate of Company’s anticipated costs resulting from such change, [***], (y) Bank provides Company with reasonable advance written notice (but in no event less than twelve (12) months’ advance written notice) of such Bank System Change, and (z) the features and functionalities offered by Bank following such Bank System Change are the same or substantially similar to the features and functionality offered by Bank as of the Effective Date (or as modified by mutual written agreement of Company). The foregoing restrictions will not apply to any Bank System Change that is required by Applicable Law or to address a data security vulnerability; provided that, in the event of such a Bank System Change, (i) Bank shall provide Company with reasonably sufficient advance notice and evidence that such Bank System Change is required by Bank Applicable Law or required to address a data security vulnerability, [***]. Notwithstanding the foregoing, Bank may not make any Bank System Change in the last eighteen (18) months of the Term unless such Bank System Change is required in order for Bank or the Program to comply with Bank Applicable Law or to address a data security vulnerability, in which case, (i) Bank shall provide Company with reasonably sufficient evidence that such Bank System Change is required by Bank Applicable Law or to address a data security vulnerability [***]. For clarity, in no event will Bank be required to reimburse Company for any changes to Company Systems in connection with the launch of the Program.
Sample 1
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Related to 1System Changes

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  • Implementation of Changes If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any Excess TI Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the TI Architect’s determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant.

  • Material Changes Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

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