Certain Additional Covenants. (a) Retailer and Green Dot shall respond to Bank promptly, and cooperate with Bank, in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with the rules of the Network Providers or Applicable Law. (b) Retailer shall not assess any surcharge or other fee to Cardholders in connection with the sale or loading of a Prepaid Card. (c) Except as may be otherwise agreed to by the Parties in writing, no Party shall communicate to any Applicant or Cardholder any terms or conditions relating to a Prepaid Card that are inconsistent with the Prepaid Card Terms. (d) Each Party shall comply in all material respects with Applicable Law relating to the performance of its obligations under the Program. (e) Retailer shall insure that all Affiliates of Retailer that during this Agreement operate a general merchandise or grocery retail store under the “Wal-Mart” name in one or more of the fifty (50) United States or the District of Columbia, are parties to this Agreement. (f) Retailer shall, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to Bank copies of any communications relating to a Prepaid Card from a Cardholder, or any governmental or regulatory authority. (g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for any reason; provided, however, that the foregoing shall not apply to a limitation on the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 14.2(c), 14.2(d) or 14.3(k) as a result of either (i) such Party failing to perform its obligations under this Agreement, or (ii) such Party causing the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations to such other Party.
Appears in 1 contract
Certain Additional Covenants. During the period commencing on the date hereof and ending on the Closing Date, without the prior written consent of the other parties hereto or except as expressly permitted or required by this Agreement, none of BKB and FA will permit its respective Credit Card Subsidiaries to, and ▇▇▇▇▇▇ shall not:
(a) Retailer and Green Dot shall respond to Bank promptlymake any material change in accounting methods, and cooperate with Bankprinciples or practices used by such Person in its Contributed Business, unless required by law or by changes in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with the rules of the Network Providers or Applicable Law.GAAP;
(b) Retailer shall not assess except as set forth on Schedule 5.2(b) hereto, (i) enter into any surcharge material contract, transaction or commitment related to such Person's Contributed Business or (ii) terminate or materially change any material contracts which constitute Contributed Assets, in each case, other fee to Cardholders than in connection the ordinary course of business consistent with the sale or loading of a Prepaid Card.past practice;
(ci) Except except as may be set forth in item 2 in Schedule 5.2(b) hereto, transfer or otherwise agreed dispose of or encumber any of the Contributed Assets, other than in the ordinary course of business consistent with past practice; (ii) cancel any debt or waive or compromise any claim or right related to such Person's Contributed Business, other than in the ordinary course of business consistent with past practice; (iii) make any capital expenditure or commitment related to such Person's Contributed Business, other than in the ordinary course of business consistent with past practice; (iv) except with respect to endorsements of negotiable instruments in the ordinary course of its business, incur, assume or guarantee any indebtedness for borrowed money related to such Person's Contributed Business which will constitute a liability to the Company as of the Closing Date other than (A) purchase money indebtedness, (B) indebtedness for borrowed money pursuant to credit agreements, credit lines and other borrowing facilities and arrangements in effect on the date of this Agreement, (C) refinancing of existing indebtedness, or (D) indebtedness incurred by the Parties in writing, no Party shall communicate such Person pursuant to any Applicant revolving credit facility utilized to finance its Contributed Business; or Cardholder (v) agree to do any terms or conditions relating to a Prepaid Card that are inconsistent with of the Prepaid Card Terms.foregoing;
(d) Each Party shall comply unless required by applicable law or pursuant to this Agreement or the other Related Agreements, materially alter or vary its methods or policies of underwriting, originating, selling or servicing, or buying or selling rights to service, the Contributed Assets, except as specifically set forth in all material respects the proviso to Section 5.1
(a) with Applicable Law relating respect to the performance of its obligations under the Program.▇▇▇▇▇▇;
(e) Retailer shall insure that all Affiliates of Retailer that during this Agreement operate a general merchandise except as contemplated hereby or grocery retail store under by the “Wal-Mart” name in one or more of other Related Agreements, enter into any servicing agreement with respect to the fifty (50) United States or the District of Columbia, are parties to this Agreement.Contributed Assets;
(f) Retailer shallenter into or amend any employment, unless Bank shall otherwise consent in writingbonus, promptly upon receipt, deliver to Bank copies of any communications relating to a Prepaid Card from a Cardholderseverance, or retirement contract or arrangement, or increase any governmental salary or regulatory authority.other form of compensation payable or to become payable to any current or former employee, officer, or director engaged in such Person's Contributed Business (including any beneficiary thereof), except (i) as may be required in order to obtain any favorable determination letter with respect to any employee benefit plan intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) merit increases to employees (including directors and executive officers) in accordance with past practices and general increases to employees (excluding directors and executive officers) as a class in accordance with past practice or as required by law, (iii) bonus payments made to FAMIS employees prior to the Closing and (iv) other obligations which would not become obligations of the Company upon Closing; or
(g) Neither Bank nor Green Dot shall enter into any agreement, understanding or maintain transaction with any agreement or understanding between them which in any way limits the right of either Affiliate related to such Party to issuePerson's Contributed Business, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for any reason; provided, however, that the foregoing shall not apply to a limitation on the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 14.2(c), 14.2(d) or 14.3(k) as a result of either than (i) such Party failing to perform its obligations under this Agreementon arms-length terms in the ordinary course of business consistent with past practices, or (ii) such Party causing as expressly contemplated hereby or by the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations to such other PartyRelated Agreements.
Appears in 1 contract
Certain Additional Covenants. (a) Retailer The Executive agrees that, prior to the Effective Date, he will undergo a physical examination performed by a physician selected by the Executive which is reasonably satisfactory to Employer and Green Dot shall respond provide the results of such examination to Bank promptly, and cooperate with Bank, in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with the rules of the Network Providers or Applicable LawEmployer.
(b) Retailer Employer represents and warrants to the Executive that to the best of its knowledge:
(i) the execution of this Agreement and the provision of all benefits and grants provided herein have been duly authorized by Employer, including action of the Board and Compensation Committee;
(ii) the execution, delivery and performance of this Agreement by Employer does not and will not violate any law, regulation, order, judgment or decree or any agreement, plan or corporate governance document of Employer; and
(iii) upon the execution and delivery of this Agreement by the Executive, this Agreement shall not assess any surcharge be the valid and binding obligation of Employer, enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency or other fee to Cardholders similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in connection with the sale a proceeding in equity or loading of a Prepaid Cardat law).
(c) Except as may be otherwise agreed The Executive represents and warrants to by Employer that to the Parties in writing, no Party shall communicate to any Applicant or Cardholder any terms or conditions relating to a Prepaid Card that are inconsistent with the Prepaid Card Terms.best of his knowledge:
(di) Each Party shall comply in all material respects with Applicable Law relating to the execution, delivery and performance of its obligations under the Program.
(e) Retailer shall insure that all Affiliates of Retailer that during this Agreement operate a general merchandise or grocery retail store under the “Wal-Mart” name in one or more of the fifty (50) United States or the District of Columbia, are parties to this Agreement.
(f) Retailer shall, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to Bank copies of any communications relating to a Prepaid Card from a Cardholder, or any governmental or regulatory authority.
(g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for by the Executive does not and will not conflict with, breach or violate any reason; providedcontract, howeveragreement, that instrument, order, judgment or decree to which the foregoing shall not apply to Executive is a limitation on party or by which the rights of such a Party if this Agreement Executive is terminated by Retailer pursuant to Sections 14.2(c), 14.2(d) or 14.3(k) as a result of either (i) such Party failing to perform its obligations under this Agreement, or bound;
(ii) such Party causing the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other such Party to fail to perform its obligations under person or entity that would interfere with the execution, delivery and performance of this Agreement because such Party did not perform by the Executive; and
(iii) upon the execution, delivery and performance of this Agreement by Employer, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its obligations terms, except to such other Partythe extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Appears in 1 contract
Sources: Executive Employment Agreement (Hershey Foods Corp)
Certain Additional Covenants. (a) Retailer and Green Dot shall respond to Bank promptly, and cooperate with Bank, in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with the rules of the Network Providers Operating Regulations or Applicable Law.
(b) Retailer shall not assess any surcharge or other fee to Cardholders in connection with the sale or loading of a Prepaid CardWalmart MoneyCard.
(c) Except as may be otherwise agreed to by the Parties in writing, no Party shall communicate to any Applicant or Cardholder any terms or conditions relating to a Prepaid Card Walmart MoneyCard that are inconsistent with the Prepaid Card Walmart MoneyCard Terms.
(d) Each Party shall comply in all material respects with Applicable Law and Network Operating Regulations relating to the performance of its obligations under the Program.
(e) Retailer shall insure that all Affiliates of Retailer that that, during this Agreement Agreement, operate a general merchandise or grocery retail store under the “Wal-Mart[*]” name in one or more of the fifty (50) United States or the District of Columbia, Program Territory are parties to this Agreement. For the avoidance of doubt, the Parties agree that this covenant does not apply to [*], but that Retailer shall have the obligation set forth in Section 12.7(b) with respect to [*].
(f) Retailer shall, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to Bank copies of any communications relating to a Prepaid Card Walmart MoneyCard from a Cardholder, or any governmental or regulatory authorityGovernmental Authority.
(g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for any reason; provided, however, that the foregoing shall not apply to a limitation on the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 14.2(c15.2(c), 14.2(d15.2(d), 15.3(f) or 14.3(k15.3(g) as a result of either either: (i) such Party failing to perform its obligations under this Agreement, ; or (ii) such Party causing the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations to such other Party.
(h) Green Dot shall provide Retailer and Bank with written notice of any Change of Control with respect to Green Dot not later than the day on which said Change of Control is consummated.
(i) Within thirty (30) days after Green Dot notifies Retailer of a Green Dot Change of Control, Retailer may request in writing that Green Dot provide to its designee (which designee shall be a nationally recognized accounting firm) information reasonably necessary to confirm Green Dot’s calculation of the surviving entity’s Interest Coverage Ratio. Green Dot shall provide all such information to Retailer’s designee within fifteen (15) business days of such
Appears in 1 contract
Certain Additional Covenants. (a) Retailer Parent shall cause Parent Sub, Sub and Green Dot shall respond Newco LLC to Bank promptlypromptly perform, and cooperate with BankParent hereby unconditionally guarantees the prompt performance by Newco LLC, in connection with the resolution of disputes with CardholdersSub, and in any event such that Bank will be able Parent Sub of, their respective obligations under this Agreement and the Ancillary Agreements, including, without limitation, the obligations of Sub to comply with consummate the rules of transactions contemplated by the Network Providers or Applicable LawAncillary Agreements.
(b) Retailer Until after the First Closing, Parent shall not, and shall not assess permit any surcharge of its direct or other fee indirect subsidiaries to, engage in any transaction which would have the effect of transferring ultimate control of Sub to Cardholders any person or entity not controlled by Parent, or of divesting Parent of ultimate control of Sub, without the consent of the Lead Note Investor, TMI and a majority in interest of the Existing Investors, which consent shall not be unreasonably withheld if (i) in connection with a bona fide disposition of assets in which the sale stock or loading assets of Sub constitute less than 50% in terms of value, ultimate control of Sub is transferred to a Prepaid Cardperson or entity which shall have agreed in writing to be bound by the provisions hereof applicable to Parent, (ii) such transaction shall not materially interfere with or impede the consummation of the transactions contemplated by this Agreement and/or the Ancillary Agreements, and (iii) Parent shall expressly acknowledge in writing that it shall remain fully liable in respect of all liabilities and obligations (including indemnity obligations) undertaken by it under this Agreement and the Ancillary Agreements even if such liabilities or obligations arise from actions taken (or not taken) by such transferee.
(c) Except as may be otherwise agreed Each party hereto shall use all commercially reasonable efforts to satisfy at the appropriate times all closing conditions to the consummation of the First Closing and the Second Closing, the Parent Conversions, and the other transactions contemplated hereby and by the Parties Ancillary Agreements. Without in writingany way limiting the generality of the foregoing, no Party each party shall communicate use all reasonable best efforts to any Applicant or Cardholder any terms or cause the conditions relating specified herein as conditions to a Prepaid Card the First Closing that are inconsistent with the Prepaid Card Termswithin such party's control to be satisfied by October 31, 2001.
(d) Each Party From the date hereof until the First Closing, Parent shall comply not, permit Newco LLC or Sub to become bound by any contract, undertaking or obligation that would (i) prohibit, restrict, require any consent for, or give rise to any obligation as a result of, the transactions contemplated hereby or the Ancillary Agreements, other than standard anti-assignability clauses in all material respects ordinary course agreements, provided that the inability to transfer such agreements to Newco LP would not have a Material Adverse Effect on Newco LP; (ii) be considered out of the ordinary course of business for Parent, Sub or Newco, including without limitation non-preemptable service contracts, prepaid contracts and contracts giving preferential access to spectrum or otherwise providing customers with Applicable Law relating a preferred status; or (iii) obligate Parent, Sub or Newco to the performance commit to provide both a specified amount of its obligations under the Programsatellite transmission power and a specified amount of bandwidth, thereby depleting Parent's or, or Sub's available satellite-based communications network power and bandwidth capacity.
(e) Retailer shall insure that all Affiliates From the date hereof until the First Closing, without the prior written consent of Retailer that during this Agreement operate Parent, Newco, the Lead Investor and a general merchandise or grocery retail store under the “Wal-Mart” name majority in one or more interest of the fifty Existing Investors, which consent shall not be unreasonably withheld, TMI shall not, and shall not permit TMI Sub to, become bound by any contract, undertaking or obligation that would (50i) United States prohibit, restrict, require any consent for, or give rise to any obligation as a result of, the transactions contemplated hereby or the District Ancillary Agreements, other than standard anti-assignability clauses in ordinary course agreements, provided that the inability to transfer such agreements to Newco LP would not have a Material Adverse Effect on Newco LP; (ii) be considered out of Columbiathe ordinary course of business for TMI and TMI Sub (if TMI or TMI Sub had entered into such contract or obligation), are parties including without limitation non-preemptable service contracts, prepaid contracts and contracts giving preferential access to this Agreement.
spectrum or otherwise providing customers with a preferred status; or (fiii) Retailer shallobligate TMI to commit to provide both a specified amount of satellite transmission power and a specified amount of bandwidth, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to Bank copies of any thereby depleting TMI's available satellite-based communications relating to a Prepaid Card from a Cardholder, or any governmental or regulatory authority.
(g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for any reasonnetwork power and bandwidth capacity; provided, however, that TMI is permitted after the foregoing shall date hereof to (A) enter into an agreement with Telecom Mexico substantially in the form of the proposal dated September 21, 2000 as resubmitted by letter dated November 15, 2000 from TMI to Telecommunicaciones de Mexico, and (B) enter into service provider contracts that require a prepayment by the customer provided such contracts are entered into in the ordinary course of TMI's business consistent with past practice and do not apply to a limitation on involve any affiliates of TMI. At the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 14.2(c)First Closing, 14.2(d) or 14.3(k) as a result of either (i) such Party failing to perform its TMI's remaining obligations under this Agreementany contract of the types contemplated by clauses (A) and (B) of the preceding sentence shall be assigned to Newco (or, or (iiif appropriate, Canadian License Co.) such Party causing along with an amount of cash corresponding to the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations amount of any prepayment relating to such other Partyremaining obligations.
(f) Investment Company Act. Until after the Second Closing, Parent will not become an "investment company" or an "affiliated person" thereof or an "affiliated person" of any such "affiliated person," as such terms are defined in the Investment Company Act of 1940, as amended.
Appears in 1 contract
Sources: Investment Agreement (Motient Corp)