Common use of Automatic Termination 31 Clause in Contracts

Automatic Termination 31. ARTICLE IX INDEMNIFICATION SECTION 9.1 Indemnities by the Sellers 32 ARTICLE X MISCELLANEOUS SECTION 10.1 Amendments; Waivers, Etc 34 SECTION 10.2 Notices, Etc 34 SECTION 10.3 Cumulative Remedies 34 SECTION 10.4 Binding Effect; Assignability; Survival of Provisions 35 SECTION 10.5 Governing Law 35 SECTION 10.6 Costs, Expenses and Taxes 35 SECTION 10.7 Submission to Jurisdiction 36 SECTION 10.8 Waiver of Jury Trial 36 SECTION 10.9 Integration 36 SECTION 10.10 Counterparts 37 SECTION 10.11 Acknowledgment and Consent 37 SECTION 10.12 No Partnership or Joint Venture 37 SECTION 10.13 No Proceedings 37 SECTION 10.14 Severability of Provisions 38 SECTION 10.15 Recourse to Buyer 38 EXHIBITS EXHIBIT A Form of Buyer Note EXHIBIT B Form of Seller Assignment Certificate SCHEDULES SCHEDULE 1 Litigation and Other Proceedings SCHEDULE 2 Changes in Financial Condition SCHEDULE 3 Offices of the Sellers where Records are Maintained SCHEDULE 4 Legal Names, Trade Names and Names Under Which the Companies Do Business SCHEDULE 5 Software Programs and Licenses This RECEIVABLES PURCHASE AGREEMENT, dated as of July 25, 1996 (this "Agreement"), is made among INTER-CITY PRODUCTS CORPORATION (USA), a Delaware corporation ("ICP"), INTER-CITY PRODUCTS PARTNER CORPORATION, a Delaware corporation ("ICPPC"), certain direct or indirect domestic subsidiaries of ICP that are listed on the signature pages hereto or that become party hereto in accordance with the terms hereof (together with ICP and ICPPC, the "Sellers"), and INTER-CITY PRODUCTS RECEIVABLES COMPANY, L.P., a Tennessee limited partnership ("Buyer"). Pursuant to the Pooling and Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Pooling Agreement"), Buyer intends to transfer its interests in the Receivables sold pursuant hereto, together with Receivables contributed to Buyer by ICP and ICPPC from time to time, to the Trust in order to, among other things, finance its purchases hereunder. Except as otherwise defined herein, capitalized terms have the meanings assigned to them in Appendix A to the Pooling Agreement, and this Agreement shall be interpreted in accordance with the conventions set forth in Part B of such Appendix A.