Purchase Termination Event Clause Samples

Purchase Termination Event. Either (i) an election by the --------------------------- Seller to no longer sell Receivables and Related Rights to the Buyer hereunder by delivery to the Buyer of a notice to that effect or (ii) an election by the Buyer to no longer purchase Receivables and Related Rights from the Seller hereunder by delivery to the Seller of a notice to that effect; such notice to take effect on the Business Day after the day of receipt by the recipient of such notice.
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Purchase Termination Event. As soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Originator obtains knowledge of the occurrence of each Purchase Termination Event or Incipient Purchase Termination Event (if such Incipient Purchase Termination Event is continuing on the date of such notice), the statement of a Responsible Officer of the Originator setting forth the details of such Purchase Termination Event or Incipient Purchase Termination Event and the action which it is taking or proposes to take with respect thereto.
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Purchase Termination Event. As of the Initial Closing Date, no Purchase Termination Event or Incipient Purchase Termination Event has occurred and is continuing.
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Purchase Termination Event. If the Bank shall consent to the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to all or substantially all of its Accounts or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding up or liquidation of its affairs shall have been entered against the Bank; or the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or the Bank shall become unable for any reason to sell Receivables to the Purchaser in accordance with the provisions of this Agreement; or the Purchaser shall become unable for any reason to purchase Receivables from the Bank in accordance with the provisions of this Agreement, then the Purchaser's obligation to purchase Receivables from the Bank shall automatically be terminated upon the happening of such event (a "Purchase Termination Event").
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Purchase Termination Event. 45 SECTION 9.1.13 Acceleration of Certain Indebtedness of the Sellers; Termination of Commitments Under BII Credit Agreement..............................45 SECTION 9.1.14
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Purchase Termination Event. A Purchase Termination Event shall have occurred and be continuing under the Purchase Agreement.
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Purchase Termination Event. 17 ARTICLE 9 MISCELLANEOUS................................................................................17
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Purchase Termination Event. The Seller and the Purchaser hereby covenant and agree that in the event that any of the following has occurred: (a) an Event of Default or Early Amortization Event; (b) the Seller shall fail to make any payment, transfer or deposit required to be paid or made by it under the terms the Transaction Documents, or, if applicable, shall fail to give instructions or notice to the Trustee to make such payment, transfer or deposit, and, such failure shall remain unremedied for two (2) Business Days after such payment, transfer or deposit was required to be made; (c) from and after the date of issuance of the second Series of Notes, the Seller’s Total Capital (as defined under GAAP and including the carrying value of Seller’s equity ownership in the Purchaser) is less than $65,000,000 plus for each fiscal year ending after the date hereof, the aggregate Net Savings not otherwise distributed to shareholders (via cash patronage distributions or stock or patronage capital retirement) (such amounts to be added only after audited financial statements are available and the patronage distribution is established); (d) any representation or warranty made or deemed to be made by the Seller, or any of its officers, under or in connection with the Transaction Documents, or any report or other information delivered pursuant thereto, shall prove to have been false or incorrect in any material respect when made or deemed to have been made; provided, however, that a Purchase Termination Event pursuant to this Section 2.10(c) shall not be deemed to have occurred hereunder if such Purchase Termination Event is the result of a breach of a representation, warranty, statement or certificate with respect to any Receivable and the Seller has fulfilled its obligations with respect thereto in accordance with Section 2.07 or Section 2.09; (e) the Seller shall fail to perform or observe in any material respect any other term, covenant or agreement contained in any of the Transaction Documents on its part to be performed or observed and any such failure shall remain unremedied for ten (10) Business Days after the Seller has, or in the exercise of reasonable diligence should have had, knowledge thereof or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller; provided, that if such failure is capable of being cured and the Seller is using commercially reasonable efforts to cure such failure, a Purchase Termination Event ...
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Purchase Termination Event. Promptly and in any event --------------------------- within 5 Business Days after an Authorized Officer has knowledge thereof, written notice of any Purchase Termination Event, Servicer Default, Amortization Event or Event of Default or any event which, with the giving of notice or passage of time or both, would constitute such an event.
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Related to Purchase Termination Event

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase shares of Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Purchase Contract Agent, the Collateral Agent, and to the Holders at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Units in the case of Corporate Units, or Treasury Securities in the case of Treasury Units, in accordance with the provisions of Section 4.3 of the Pledge Agreement.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.