Common use of Rights to Terminate Clause in Contracts

Rights to Terminate. ▇▇▇▇▇ Fargo or the Seller Representative (for and on behalf of the Sellers, collectively) may each terminate this Agreement at any time upon 30 days’ written notice to the other party. In addition, ▇▇▇▇▇ Fargo may terminate this Agreement immediately upon written notice to Seller Representative in the event (each, a “Termination Event”): (a) any Seller (i) intentionally diverts any funds from deposit into the Collection Account or (ii) fails to pay any obligations to ▇▇▇▇▇ Fargo within 3 Business Days of when due; (b) any Seller fails to perform (i) the covenants contained in Section 5.1 of this Agreement (other than Section 5.1(f), Section 5.1(g) and clauses (x), (xi) and (xii) of Section 5.1(j)) and such failure continues unremedied for a period of ten Business Days, (ii) the covenants contained in Section 5.1(f), Section 5.1(g) and Section 6 of this Agreement (to the extent applicable to such Seller, including any Seller performing in the role of Servicer hereunder) and such failure continues unremedied for a period of five Business Days, or (iii) any covenant contained in this Agreement other than those specifically set forth in clause (i) or (ii) above; (c) any representation, warranty or statement of fact made by any Seller to ▇▇▇▇▇ Fargo in this Agreement, or any other written agreement, schedule or otherwise shall when made or deemed made be false or misleading in any material respect; (d) any Seller or Parent dissolves or suspends or discontinues doing business, or an Insolvency Event occurs with respect to any Seller or such Parent; or (e) any Parent (i) revokes or terminates or purports to revoke or terminate any provisions of the Performance Undertaking, or fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking which require the payment of any amount, or (ii) fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking (other than those payment related terms, covenants, conditions or provisions set forth in clause (i) of this Section 7.1(e)) and such failure shall continue unremedied for a period of five Business Days.

Rights to Terminate. ▇▇▇▇▇ Fargo 29.1 Notwithstanding anything to the contrary contained in this Agreement (including the fulfilment or waiver, as the Seller Representative (for and on behalf case may be, of all of the SellersConditions Precedent), collectively) may each terminate the Purchaser shall be entitled, subject only to clause 29.3, to cancel this Agreement at any time upon 30 days’ by means of written notice to the Sellers' Representative at any time prior to the Closing Date in the event that: (i) a Material Adverse Change has occurred; (ii) any Seller or any Group Company is liquidated or becomes subject to any business rescue process (or similar process), whether provisionally or finally (or any application is launched in that regard); (iii) business rescue proceedings in terms of the Companies Act (or equivalent legislation) are commenced against any Seller or any Group Company, whether by way of board resolution or court order; (iv) any interdict, judgment or other party. In additionorder or action of any court or Governmental Body restraining, ▇▇▇▇▇ Fargo may terminate prohibiting or rendering illegal the implementation of the transactions contemplated in this Agreement immediately upon is in effect, or any legal proceeding has been instituted by any person (including any Governmental Body) seeking to prohibit, restrict or delay, declare illegal or to enjoin the implementation of the transactions contemplated in this Agreement (save for any legal proceedings instituted to prohibit, restrict or delay the implementation of the this Agreement by a Governmental Body which the Parties approached in order to fulfil the Condition Precedent in clause 4.1.21.1); or (v) the Sellers breach any of the undertakings in clause 6.1 and fail to remedy same within a period of 3 business days after receiving written notice thereof. 29.2 Notwithstanding anything to the contrary contained in this Agreement (including the fulfilment or waiver, as the case may be, of all of the Conditions Precedent), the Sellers shall be entitled, subject only to clause 29.3, to cancel this Agreement by means of written notice to Seller Representative the Purchaser at any time prior to the Closing Date in the event (each, a “Termination Event”): (a) any Seller (i) intentionally diverts any funds from deposit into the Collection Account or (ii) fails to pay any obligations to ▇▇▇▇▇ Fargo within 3 Business Days of when due; (b) any Seller fails to perform that: (i) the covenants contained in Section 5.1 of this Agreement Purchaser or Purchaser Holdco is liquidated or becomes subject to any business rescue process (other than Section 5.1(for similar process), Section 5.1(g) and clauses whether provisionally or finally (xor any application is launched in that regard), (xi) and (xii) of Section 5.1(j)) and such failure continues unremedied for a period of ten Business Days, ; (ii) business rescue proceedings in terms of the covenants contained in Section 5.1(f)Companies Act (or equivalent legislation) are commenced against the Purchaser and/or Purchaser Holdco, Section 5.1(g) and Section 6 whether by way of this Agreement (to the extent applicable to such Seller, including any Seller performing in the role of Servicer hereunder) and such failure continues unremedied for a period of five Business Days, board resolution or court order; or (iii) any covenant contained interdict, judgment or other order or action of any court or Governmental Body restraining, prohibiting or rendering illegal the implementation of the transactions contemplated in this Agreement other than those specifically set forth is in effect, or any legal proceeding has been instituted by any person (including any Governmental Body) seeking to prohibit, restrict or delay, declare illegal or to enjoin the implementation of the transactions contemplated in this Agreement (save for any legal proceedings instituted to prohibit, restrict or delay the implementation of the this Agreement by a Governmental Body which the Parties approached in order to fulfil the Condition Precedent in clause (i) or (ii) above; (c) 4.1.21.1). 29.3 Clauses 29.1 and 29.2 should not be construed as limiting any representation, warranty or statement of fact made by any Seller to ▇▇▇▇▇ Fargo in the Parties' rights arising from a breach of this Agreement, or any other written agreement, schedule or otherwise shall when made or deemed made be false or misleading in any material respect; (d) any Seller or Parent dissolves or suspends or discontinues doing business, or an Insolvency Event occurs with respect to any Seller or such Parent; or (e) any Parent (i) revokes or terminates or purports to revoke or terminate any provisions of the Performance Undertaking, or fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking which require the payment of any amount, or (ii) fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking (other than those payment related terms, covenants, conditions or provisions set forth as contemplated in clause (i) of this Section 7.1(e)) and such failure shall continue unremedied for a period of five Business Days37.

Rights to Terminate. (a) Wells or ▇▇▇▇▇ Fargo or the Seller Representative (for and on behalf of the Sellers, collectively) er may each terminate this Agreement at any time upon 30 thirty (30) days’ written notice to the other party. . (b) In addition, Wells ma▇ ▇▇▇▇▇ Fargo may terminate minate this Agreement immediately upon written notice to Seller Representative in upon the event (occurrence of any of the following, each, a “Termination Event”):: (a) any Seller (i) intentionally diverts any funds from deposit into the Collection Account or (ii) subject to Section 6.2(g), Seller fails to transfer funds or pay any obligations to Wells wh▇▇ ▇▇quired or when due and payable; (ii) Seller fails to perform any of the covenants contained in any of the Transaction Documents to which it is a party (other than as described under Section 7.1(b)(i)), and such failure shall continue for a period of twenty (20) days following the earlier of (i) the date a responsible officer of Seller has actual knowledge of such failure, and (ii) the date of receipt of written notice from Wells of ▇▇▇▇ Fargo within 3 Business Days of when duefailure; (b) any Seller fails to perform (i) the covenants contained in Section 5.1 of this Agreement (other than Section 5.1(f), Section 5.1(g) and clauses (x), (xi) and (xii) of Section 5.1(j)) and such failure continues unremedied for a period of ten Business Days, (ii) the covenants contained in Section 5.1(f), Section 5.1(g) and Section 6 of this Agreement (to the extent applicable to such Seller, including any Seller performing in the role of Servicer hereunder) and such failure continues unremedied for a period of five Business Days, or (iii) any covenant contained in this Agreement other than those specifically set forth in clause (i) or (ii) above; (c) any representation, warranty or other statement of fact made by any Seller to ▇▇Wells in ▇▇▇ Fargo in this Agreement, or any other written agreement, schedule or otherwise Transaction Document shall when made or deemed made be false or misleading in any material respect, and, solely to the extent capable of cure, shall remain false or misleading in any material respect for twenty (20) days; (div) any Seller or Parent dissolves or suspends or discontinues doing business, or an Insolvency Event occurs with respect to any Seller Parent or such ParentSeller; (v) the occurrence of a Change of Control of the Parent or Seller; or (evi) the occurrence and continuation of an “Event of Default” under and as defined in any Parent Credit Agreement as in effect on the Closing Date (i) revokes giving effect to any amendment, restatement, amendment and restatement, supplement or terminates modification to such Credit Agreements or purports to revoke or terminate any provisions termination thereof), which event of the Performance Undertaking, or fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking which require the payment of any amount, or (ii) fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking (other than those payment related terms, covenants, conditions or provisions set forth in clause (i) of this Section 7.1(e)) and such failure shall continue unremedied for a period of five Business Daysdefault has not been waived thereunder.