Assignment; Other Events Sample Clauses
Assignment; Other Events. (a) Merchant may not transfer or assign this Agreement without the prior written consent of Chase Paymentech. Any transfer or assignment of this Agreement by ▇▇▇▇▇▇▇▇, by operation of law, merger, or otherwise, without Chase Paymentech’s prior written consent is null and void, and Merchant is fully responsible with respect to all Transactions submitted by the purported assignee/transferee, and for any and all related liabilities, Chargebacks, expenses, costs, fines, fees or penalties arising from such Transactions. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of ▇▇▇▇▇▇▇▇’s assets or business, has any right to continue or to assume or to assign this Agreement.
(b) ▇▇▇▇▇▇▇▇ agrees to provide Chase Paymentech with not less than 30 days’ prior written notice of:
i. any sale of all or substantially all of the assets of Merchant; or
ii. any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant’s securities, or otherwise acquires voting control of the Merchant.
(c) Upon notice to ▇▇▇▇▇▇▇▇, another Payment Brand member may be substituted for Member under whose sponsorship this Agreement is performed and for whom ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is acting as agent hereunder. Subject to Payment Brand Rules, Chase Paymentech may assign or transfer this Agreement and its rights and obligations hereunder and may delegate its duties hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice to or consent of Merchant.
Assignment; Other Events. (a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Merchant, not to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an affiliate of CMS; or (iii) as permitted under the Card Network rules, the substitution of another Card Network member for Chase, as the member bank under whose sponsorship the Services are provided.
(b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably withheld subject to CMS’ standard credit and risk underwriting policies and procedures (which shall in no event be deemed unreasonable).