Events of Purchase Termination Sample Clauses

Events of Purchase Termination. If any of the following events ("Events of Purchase Termination") shall occur and be continuing: Any representation or warranty made or deemed to be made by the Seller (or any of its officers) under Article 4 of this Agreement shall prove to have been false or incorrect in any material respect when made or deemed made or any other representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any Related Document shall have been false or incorrect in any material respect when made and the same shall not have been cured within 15 Business Days after written notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any covenant or agreement, on its part to be performed, in Section 2.3, 2.7, 4.1(f), 5.1(g), 5.2(a), 5.3, 8.1 or 9.6 and the same shall not have been remedied after seven Business Days notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any other covenant or agreement contained in this Agreement or any other Related Document, on its part to be performed or observed and the same shall not have been remedied within 25 Business Days after written notice from the Purchaser to the Seller; or Amounts owing by the Seller under the Syndicated Credit Agreement shall become due and payable prior to their stated maturity; then, and in any such event, the Purchaser shall, by notice to the Seller in writing or by telephone (confirmed in writing) declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice, or other formalities of any kind, all of which are hereby expressly waived by the Seller, and the obligation of the Purchaser to purchase Receivables from the Seller shall terminate.
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Events of Purchase Termination. If any of the following events (each, an "Event of Purchase Termination") shall occur and be continuing: (a) the Seller shall fail to perform or observe any material term, covenant or agreement contained in this Agreement and such failure shall remain unremedied for 30 days after written notice thereof shall have been given by the Purchaser to the Seller; or (b) an Event of Default under the Warehouse and Security Agreement which default results in the acceleration of the Loan (as defined in the Warehouse and Security Agreement); or
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Events of Purchase Termination. An Event of Purchase Termination shall mean the occurrence or existence of one or more of the following events or conditions (for any reason, whether voluntary, involuntary or effected or required by law): (a) Seller (or any Servicer to which Seller assigns, transfers or sub- services the performance of any Servicer functions, other than the Participant) shall default in the performance of any covenant contained herein provided, as to any default of any covenant not involving the payment of money, the Participant shall have given the Seller ten (10) days written notice of and opportunity to cure such default. (b) Any representation or warranty made by Seller hereunder shall prove to have been untrue in any material respect as of the time when made or deemed made; or any statement made by Seller in any report, notice or document to Participant is untrue in any material respect and Participant shall have given Seller ten (10) days written notice of and opportunity to cure such default. (i) Seller shall, or shall purport to, delegate or subcontract its servicing function as to any Mortgage Loan to any Person, except a Servicer permitted in accordance with the provisions of this Agreement; or (ii) any Mortgage Insurance Policy, Flood Insurance Policy, Hazard Insurance Policy or title insurance policy with respect to a given Mortgage Loan lapses, becomes void or coverage under such policy is terminated as a result of the act or omission of Seller provided, as to (ii) only, Participant shall have given Seller ten (10) days written notice of and opportunity to cure such default. (d) A Governmental Authority shall issue a cease and desist order or its equivalent against Seller, Servicer (other than the Participant), any Affiliate of the foregoing, or any directors or officers involving the safety, soundness or financial viability of Seller, Servicer (other than the Participant) or such Affiliate; (e) A material adverse change shall have occurred in the business, operations, condition (financial or otherwise) or prospects of Seller, Servicer (other than the Participant) or any Affiliate of either of them; or Seller or Servicer (other than the Participant) shall become, in the judgment of Participant, unable to perform its obligations hereunder in a satisfactory manner; (f) An Approved Private Investor fails to purchase a Mortgage Loan in accordance with the terms hereof within one hundred eighty (180) days of the purchase of the Participation in such Mortgage Loan ...
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Events of Purchase Termination. 10 Section 1.
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Events of Purchase Termination. An Event of Purchase Termination shall mean the occurrence or existence of one or more of the following events or conditions (for any reason, whether voluntary, involuntary or effected or required by law): (a) Seller shall default in the performance of any covenant contained herein provided, as to any default of any covenant not involving the payment of money, the Buyer shall have given the Seller ten (10) days written notice of an opportunity to cure such default. (b) Any representation or warranty made by Seller hereunder shall prove to have been untrue in any material respect as of the time when made or deemed made; or any statement made by Seller in any report, notice or document to Buyer is untrue in any material respect and Buyer shall have given Seller 10 days written notice of an opportunity to cure such default; provided, however, with respect to the representatives and warranties in Section 4.2, such representations and warranties must prove to have been untrue with respect to a material amount of Loans measured by Funding Date Principal Balance in any Pool. (c) A governmental authority shall issue a cease and desist order or its equivalent against Seller which shall materially impair Seller's ability to perform or prohibit Seller's performance under this Agreement. (d) A material adverse change shall have occurred in the business, operations, condition (financial or otherwise) or prospects of Seller, or Seller shall become, in the
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Related to Events of Purchase Termination

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Payment of Purchase Price The Investors shall have delivered the purchase price specified in Section 1.2.

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Events Upon Termination (a) If this Agreement is terminated, cancelled or ends for any reason, the Operator shall: (i) promptly forward to AHS, all reports required pursuant to the terms of this Agreement; (ii) at the request of AHS, return to AHS any Confidential Information; and (iii) promptly provide to AHS an invoice for any Services provided under the terms of this Agreement up to the date of termination for which it has not been paid. The invoice shall appropriately identify the Services provided to AHS and shall be in such format as required by AHS. (b) Commencing upon any written notice of termination of this Agreement, the Operator will: (i) continue to provide Services in accordance with the terms of this Agreement during the termination assistance period and assist AHS to facilitate the orderly transition and migration of Services to any alternate operator to allow the Services to continue without interruption or adverse effect; (ii) develop, in consultation with AHS, a mutually agreed to termination assistance plan for transition of the Services from the Operator to any alternate operator; and (iii) after this Agreement terminates, provide answers to questions from any alternate operator regarding the Services, systems and any other material provided by the Operator to AHS under this Agreement on an "as needed" basis for a period of three (3) months or such other time period that the Parties agree to.