Risk Termination Sample Clauses

Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if the Company: (a) engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; (b) experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; (c) experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if the Company’s accountants fail to deliver an unqualified audit opinion with respect to the Company’s and its consolidated subsidiaries’ annual financial statements when requested by First Data); (d) fails to provide notice of a material change in the nature of its business; (e) fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (f) fails to fund a Reserve when required under this Agreement; (g) experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (h) materially changes its operations, products, services, or procedures for payments acceptance; (i) fails to satisfy a review or audit conducted under this Agreement; (j) sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without obtaining the prior consent of First Data; or (k) a Network or a governmental authority, instructs First Data to limit, suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply). Together, the events described in this clause are Default Events.

Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if Company: (1) engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; (2) experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; (3) experiences a material adverse change in its financial condition; (4) fails to provide notice of a material change in the nature of its business; (5) fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (6) fails to fund a Reserve when required under this Agreement; (7) experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement;

Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if the Company: 12.2.1 engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; 12.2.2 subject to a 10 day cure period, experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; 12.2.3 subject to a 10 day cure period, experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if the Company’s accountants fail to deliver an unqualified audit opinion with respect to the Company’s and its consolidated subsidiaries’ annual financial statements when requested by First Data); LEGO041960/03.13.2020 – Execution Copy 8 PSA MetaBank v090618 12.2.4 fails to provide notice of a material change in the nature of its business; 12.2.5 fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; 12.2.6 subject to a 3 day cure period, fails to fund a Reserve when required under this Agreement; 12.2.7 experiences a Security Incident; 12.2.8 subject to a 10 day cure period, fails to comply with PCI DSS or a material Network requirement; 12.2.9 subject to a 10 day cure period, materially changes its operations, products, services, or procedures for payments acceptance; 12.2.10 sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without complying with Section 22; 12.2.11 defaults under any other agreement it has with First Data or its affiliates subject to such other agreement’s applicable cure period; or 12.2.12 a Network, a governmental authority, or the Bank instructs First Data to suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply). Together, the events described in this Section are Default Events. First Data will suspend services instead of immediately terminating this Agreement for a Default Event where, in First Data’s reasonable discretion, doing so will not expose First Data to material harm. During such suspension First Data will work in good faith with Company to reasonably assist in curing any Default Event (to the extent curable). The preceding two sentences will not apply to Section 12.2.12. Any suspension shal...

Risk Termination. First Data may immediately suspend or terminate this Agreement, in its discretion, upon notice if Company: (1) engages in fraud, misrepresentation, or intentional misconduct related to its performance under this Agreement; (2) experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engages in business practices creating excessive risk for Cardholders or First Data; (3) experiences a material adverse change in its financial condition (including the failure to pay any of its debts or if Company's accountants fail to deliver an unqualified audit opinion with respect to Company's and its consolidated subsidiaries' annual financial statements when requested by First Data); (4) fails to provide notice of a material change in the nature of its business; (5) fails to disclose the third parties or systems it uses in connection with the transaction information or payment data processed under this Agreement; (6) fails to fund a Reserve when required under this Agreement; (7) experiences a Security Incident or fails to comply with PCI DSS or a material Network requirement; (8) materially changes its operations, products, services, or procedures for payments acceptance; (9) sells substantially all of its assets, undergoes a change in ownership or control, merges, or effects an assignment without obtaining the prior consent of First Data; (10) defaults under any other agreement it has with First Data or its affiliates; or (11) a Network, a governmental authority, or Bank instructs First Data to suspend its performance under or terminate this Agreement (in which case the Early Termination Fee will not apply).