Common use of Program Transfer Clause in Contracts

Program Transfer. At the request of IPAYMENT, SERVICERS will transfer and assign all Merchant Processing Agreements and Merchant Accounts in the Merchant Portfolio, to a VISA (a) all amounts due (or estimated to become due) in connection with each Merchant Processing Agreement and under this Agreement have been paid to SERVICERS; (b) the Termination Reserve Account has been adequately funded; (c) an Event of Default which has created a material increase in risk of Loss to SERVICERS has not occurred and is not continuing; (d) the transfer will be without recourse of any kind to SERVICERS; (e) IPAYMENT provides full written indemnities to SERVICERS regarding actual and potential losses or other obligations arising out of operation of the Program or arising out of, or related to, this Agreement or any Merchant Processing Agreement; and (f) the Program Transfer complies with all Applicable laws and regulations. The Merchant Reserve Accounts for Merchant Accounts in the Merchant Portfolio will be transferred and assigned within 30 Days of completion of a transfer of the BINs and ICAs for the Merchant Portfolio to another a VISA and MasterCard Member pursuant to SECTION 10.2.