Protective Actions. Creation of Reserve a. Regardless of any contrary provision in this Agreement, we may, in our reasonable judgment, determine that it is necessary to withhold, and offset amounts from, payments we otherwise would make to you under this Agreement or require you to provide us with additional security for your or any of your Affiliates’ actual or potential obligations to us including all of your actual or potential obligations to us or any of our Affiliates under this Agreement or any Other Agreement. Such withheld payments are called a Reserve. b. Some of the events that may cause us to establish a Reserve include: (i) your ceasing a substantial portion of or adversely altering your operations, in which case you must notify us immediately; (ii) your selling all or substantially all of your assets or any party acquiring 25% or more of the equity interests issued by you (other than parties owning 25% or more of such interests at the date of this Agreement), whether through acquisition of new equity interests, previously outstanding interests, or otherwise (in each case whether as single or multiple transactions), in which case you must notify us immediately; (iii) your suffering a material adverse change in your business; (iv) your becoming insolvent, in which case you must notify us immediately; (v) our receiving a disproportionate volume (whether in value or number) of Disputed Charges at any or all of your Establishments; (vi) our reasonable belief that a Charge has not been authorised by the Cardmember; (vii) our reasonable belief that you will not be able to perform your obligations under this Agreement, under any Other Agreement, or to Cardmembers; (viii) any protective action by a Merchant Acquirer, or self-executing protective action or remedy under a Merchant Acquirer Agreement, that is used, or occurs, to mitigate any significant risk of loss under a material Merchant Acquirer Agreement, in which case you must notify us immediately; or (ix) your failing to provide any information reasonably requested by us. c. If an event leads us to believe that we need to create a Reserve, we will consider this to be a material breach and we may: (i) establish a Reserve; (ii) require you to stop accepting Charges immediately upon receipt of notice from us. If you continue to accept Charges after we notify you, we will not pay you for those Charges; (iii) take other reasonable actions to protect our rights or those of any of our Affiliates, including changing the speed or method of payment for Charges, exercising our Chargeback rights, or charging you fees for Disputed Charges; and/or (iv) terminate this Agreement for material breach immediately upon notice to you. d. We may increase the amount of the Reserve at any time provided that the amount of the Reserve will not exceed an amount sufficient, in our reasonable opinion, to satisfy any financial exposure or risk to us under this Agreement (including from Charges submitted by you for goods or services not yet received by Cardmembers), or to us or our Affiliates under any Other Agreement, or to Cardmembers. You shall have no rights to any amount held in Reserve in accordance with this Agreement until all your obligations have been discharged to our reasonable satisfaction. e. We may deduct and withhold from, and recoup and offset against, the Reserve any amounts you or any of your Affiliates owe us or any of our Affiliates under this Agreement or any Other Agreement. f. You must provide to us promptly, upon request, information about your finances and operations, including your most recent certified financial statements. g. If the balance of amounts we owe to you against amounts you owe to us under this Agreement reflects a debit balance, we shall be entitled to: (i) require payment in full by you immediately on receipt of notification from us of the amount of such debit balance together with late payment interest thereon; (ii) debit your Account (if you have signed a direct debit mandate); (iii) refer the debit balance to a third party (which may be a firm of lawyers) for collection; and/or (iv) if we do not receive immediate full payment of the debit balance under (i) or (ii) above, or in the event of
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Protective Actions. Creation of Reserve
a. Regardless of any contrary provision in this Agreement, we may, in our reasonable judgment, determine that it is necessary to withhold, and offset amounts from, payments we otherwise would make to you under this Agreement or require you to provide us with additional security for your or any of your Affiliates’ actual or potential obligations to us including all of your actual or potential obligations to us or any of our Affiliates under this Agreement or any Other Agreement. Such withheld payments are called a Reserve.that
b. Some of the events that may cause us to establish a Reserve include:
(i) your ceasing a substantial portion of or adversely altering your operations, in which case you must notify us immediately;
(ii) your selling all or substantially all of your assets or any party acquiring 25% or more of the equity interests issued by you (other than parties owning 25% or more of such interests at the date of this Agreement), whether through acquisition of new equity interests, previously outstanding interests, or otherwise (in each case whether as single or multiple transactions), in which case you must notify us immediately;
(iii) your suffering a material adverse change in your business;
(iv) your becoming insolvent, in which case you must notify us immediately;
(v) our receiving a disproportionate volume (whether in value or number) of Disputed Charges at any or all of your Establishments;
(vi) our reasonable belief that a Charge has not been authorised by the Cardmember;
(vii) our reasonable belief that you will not be able to perform your obligations under this Agreement, under any Other Agreement, or to Cardmembers;
(viii) any protective action by a Merchant Acquirer, or self-executing protective action or remedy under a Merchant Acquirer Agreement, that is used, or occurs, to mitigate any significant risk of loss under a material Merchant Acquirer Agreement, in which case you must notify us immediately; or;
(ix) your failing to provide any information reasonably requested by us; or
(x) your breach of the terms of this Agreement.
c. If an event leads us to believe that we need to create a Reserve, we will consider this to be a material breach and we may:
(i) establish a Reserve;
(ii) require you to stop accepting Charges immediately upon receipt of notice from us. If you continue to accept Charges after we notify you, we will not pay you for those Charges;
(iii) take other reasonable actions to protect our rights or those of any of our Affiliates, including changing the speed or method of payment for Charges, exercising our Chargeback rights, or charging you fees for Disputed Charges; and/or
(iv) terminate this Agreement for material breach immediately upon notice to you.
d. We may increase the amount of the Reserve at any time provided that the amount of the Reserve will not exceed an amount sufficient, in our reasonable opinion, to satisfy any financial exposure or risk to us under this Agreement (including from Charges submitted by you for goods or services not yet received by Cardmembers), or to us or our Affiliates under any Other Agreement, or to Cardmembers. You shall have no rights to any amount held in Reserve in accordance with this Agreement until all your obligations have been discharged to our reasonable satisfaction.this
e. We may deduct and withhold from, and recoup and offset against, the Reserve any amounts you or any of your Affiliates owe us or any of our Affiliates under this Agreement or any Other Agreement.
f. You must provide to us promptly, upon request, information about your finances and operations, including your most recent certified financial statements.
g. If the balance of amounts we owe to you against amounts you owe to us under this Agreement reflects a debit balance, we shall be entitled to:
(i) require payment in full by you immediately on receipt of notification from us of the amount of such debit balance together with late payment interest thereon;
(ii) debit your Account (if you have signed a direct debit mandate);
(iii) refer the debit balance to a third party (which may be a firm of lawyers) for collectioncollection and to charge you a file referral fee and all associated costs; and/or
(iv) if we do not receive immediate full payment of the debit balance under (i) or (ii) above, or in the event of
(iii) above, consider this a material breach and terminate this Agreement immediately upon notice to you.
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Protective Actions. Creation of ReserveReserve Terms and Conditions for American Express® Card Acceptance July 2022 - Version 4.1
a. Regardless of any contrary provision in this Agreement, we may, in our reasonable judgment, determine that it is necessary to withhold, and offset amounts from, payments we otherwise would make to you under this Agreement or require you to provide us with additional security for your or any of your Affiliates’ actual or potential obligations to us including all of your actual or potential obligations to us or any of our Affiliates under this Agreement or any Other Agreement. Such withheld payments are called a Reserve.
b. Some of the events that may cause us to establish a Reserve include:
(i) your ceasing a substantial portion of or adversely altering your operations, in which case you must notify us immediately;
(ii) your selling all or substantially all of your assets or any party acquiring 25% or more of the equity interests issued by you (other than parties owning 25% or more of such interests at the date of this Agreement), whether through acquisition of new equity interests, previously outstanding interests, or otherwise (in each case whether as single or multiple transactions), in which case you must notify us immediately;
(iii) your suffering a material adverse change in your business;
(iv) your becoming insolvent, in which case you must notify us immediately;
(v) our receiving a disproportionate volume (whether in value or number) of Disputed Charges at any or all of your Establishments;
(vi) our reasonable belief that a Charge has not been authorised by the Cardmember;
(vii) our reasonable belief that you will not be able to perform your obligations under this Agreement, under any Other Agreement, or to Cardmembers;
(viii) any protective action by a Merchant Acquirer, or self-executing protective action or remedy under a Merchant Acquirer Agreement, that is used, or occurs, to mitigate any significant risk of loss under a material Merchant Acquirer Agreement, in which case you must notify us immediately; or;
(ix) your failing to provide any information reasonably requested by us; or
(x) your breaching the terms of this Agreement.
c. If an event leads us to believe that we need to create a Reserve, we will consider this to be a material breach and then we may:
(i) establish a Reserve;
(ii) require you to stop accepting Charges immediately upon receipt of notice from us. If you continue to accept Charges after we notify you, we will not pay you for those Charges;
(iii) take other reasonable actions to protect our rights or those of any of our Affiliates, including changing the speed or method of payment for Charges, exercising our Chargeback rights, or charging you fees for Disputed Charges; and/or
(iv) terminate this Agreement for material breach immediately upon notice to you.
d. We may increase the amount of the Reserve at any time provided that the amount of the Reserve will not exceed an amount sufficient, in our reasonable opinion, to satisfy any financial exposure or risk to us under this Agreement (including from Charges submitted by you for goods or services not yet received by Cardmembers), or to us or our Affiliates under any Other Agreement, or to Cardmembers. You shall have no rights to any amount held in Reserve in accordance with this Agreement until all your obligations have been discharged to our reasonable satisfaction.
e. We may deduct and withhold from, and recoup and offset against, the Reserve any amounts you or any of your Affiliates owe us or any of our Affiliates under this Agreement or any Other Agreement.
f. You must provide to us promptly, upon request, information about your finances and operations, including your most recent certified financial statements.
g. If the balance of amounts we owe to you against amounts you owe to us under this Agreement reflects a debit balance, we shall be entitled to:
(i) require payment in full by you immediately on receipt of notification from us of the amount of such debit balance together with late payment interest thereon;
(ii) debit your Account (if you have signed a direct debit mandate);
(iii) refer the debit balance to a third party (which may be a firm of lawyers) for collectioncollection and to charge you a file referral fee and all associated costs; and/or
(iv) if we do not receive immediate full payment of the debit balance under (i) or (ii) above, or in the event of
Appears in 1 contract