Common use of Merchant Bank Clause in Contracts

Merchant Bank. may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Bank, or the reason for termination. Upon termination of the Agreement by Merchant or Bank, Bank may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right under this Agreement, if Bank reasonably believes that due to the circumstances of the termination of the Agreement, the amount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this section, may equal or exceed the amount held in the Reserve Account, Bank may also identify, sequester, or transfer to itself (including its own bank account(s)) any portion of the Reserve Account or other funds held by Bank that Bank believes is needed to pay such obligation, and Bank may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit or the benefit of any third party). If no funds have been deposited into the Reserve Account before termination of the Agreement, Bank, at Bank’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Bank in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Bank or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold, or until such time as Bank determines, in its sole and absolute discretion, that the release of Reserve Account funds to Merchant is prudent, in the best interest of Bank, and commercially reasonable and that all of Merchant’s payment obligations to Bank under this Agreement are fully resolved. Upon expiration of this period, except as set forth to the contrary above, Bank will return the balance in the Reserve Account to Merchant after Bank reasonably determines that the risk of Chargebacks, anticipated Chargebacks, and any other amounts potentially owed by Merchant under the Agreement has ended and after deducting all amounts that Merchant owes to Bank under this Agreement or any other agreement.

Merchant Bank. may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Bank, or the reason for termination. Upon termination of the Agreement by Merchant or Bank, Bank may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or and/ or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right under this Agreement, if Bank reasonably believes that due to the circumstances of the termination of the Agreement, the amount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this section, may equal or exceed the amount held in the Reserve Account, Bank may also identify, sequester, or transfer to itself (including its own bank account(s)) any portion of the Reserve Account or other funds held by Bank that Bank believes is needed to pay such obligation, and Bank may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit or the benefit of any third partyparty ). If no funds have been deposited into the Reserve Account before termination of the Agreement, Bank, at Bank’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Bank in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Bank or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold, or until such time as Bank determines, in its sole and absolute discretion, that the release of Reserve Account funds to Merchant is prudent, in the best interest of Bank, and commercially reasonable and that all of Merchant’s payment obligations to Bank under this Agreement are fully resolved. Upon expiration of this period, except as set forth to the contrary above, Bank will return the balance in the Reserve Account to Merchant after Bank reasonably determines that the risk of Chargebacks, anticipated Chargebacks, and any other amounts potentially owed by Merchant under the Agreement has ended and after deducting all amounts that Merchant owes to Bank under this Agreement or any other agreement.