Purchase Termination Events Clause Samples
Purchase Termination Events. If any of the following events (herein called "Purchase Termination Events") shall have occurred and be continuing:
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking...
Purchase Termination Events. If any of the following events (each, a "Purchase Termination Event") shall have occurred and be continuing, then (a) in the case of a Purchase Termination Event other than a Purchase Termination Event described in subsection (ii) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of th...
Purchase Termination Events. 47 SECTION 7.02. Remedies................................................... 51
Purchase Termination Events. The occurrence of each Purchase Termination Event and each event which with the passage of time or the giving of notice, or both, would be a Purchase Termination Event, by a statement of an Authorized Officer of the Seller.
Purchase Termination Events. 22 SECTION 6.01.
Purchase Termination Events. The occurrence of any one or more of the following events shall constitute a “Purchase Termination Event”:
Purchase Termination Events. The occurrence of the Termination Date under the Receivables Purchase Agreement shall constitute a “Purchase Termination Event” hereunder:
Purchase Termination Events. Each of the following events or occurrences described in this SECTION 8.1(A) shall constitute a "PURCHASE TERMINATION EVENT":
Purchase Termination Events. SECTION 7.01.
Purchase Termination Events. The Seller will provide the Buyer and the Administrative Agent with prompt written notice of the occurrence of each Purchase Termination Event and each Unmatured Purchase Termination Event of which the Seller has knowledge or has received notice. In addition, no later than two (2) Business Days following the Seller’s knowledge or notice of the occurrence of any Purchase Termination Event or Unmatured Purchase Termination Event, the Seller will provide to the Buyer and the Administrative Agent a written statement of the Responsible Officer handling financial matters of the Seller setting forth the details of such event and the action that the Seller proposes to take with respect thereto.