Common use of Termination by Merchant Clause in Contracts

Termination by Merchant. 13.3.1 Merchant may terminate this Agreement in the event of a material breach by Pandesic of its obligations under this Agreement which breach is not cured within ten (10) business days after written notice thereof is received by Pandesic (a "Permissible Termination"), other than breaches that have defined remedies associated therewith. In the event of a Permissible Termination, Merchant shall pay a pro-rated Monthly Transaction Fee based on the number of days Pandesic provided Services prior to the date of termination of this Agreement by Merchant under this Section 13.3, if the level of Fees for such month would fall within the Monthly Base Fee. 13.3.2 If Merchant terminates this Agreement other than in a Permissible Termination, Merchant agrees that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Pandesic as a result of such termination and agrees that Merchant shall pay to Pandesic as liquidated damages an amount equal to all unpaid Monthly Base Fees for the remainder of the then-current term of this Agreement.