Sale and Contribution Termination Events Clause Samples
The 'Sale and Contribution Termination Events' clause defines specific circumstances under which the sale or contribution of assets under an agreement may be ended prematurely. Typically, this clause outlines events such as breaches of contract, insolvency, or failure to meet certain performance criteria that would trigger the right to terminate the transaction. By clearly identifying these termination events, the clause provides both parties with certainty regarding the conditions that could lead to the early conclusion of their arrangement, thereby managing risk and ensuring clarity in the contractual relationship.
Sale and Contribution Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Sale and Contribution Termination Event”:
Sale and Contribution Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Sale and Contribution Termination Event” (each event which with notice or the passage of time or both would become a Sale and Contribution Termination Event being referred to herein as an “Unmatured Sale and Contribution Termination Event”):
(a) the Termination Date shall have occurred;
(b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for three (3) Business Days;
(c) any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and, if capable of being cured, is not cured promptly (but in any case not later than ten (10) days after written notice or actual knowledge thereof); provided, that such circumstance shall not constitute a Sale and Contribution Termination Event if such representation or warranty, or such information or report, is part of an Information Package, is corrected promptly (but not later than two (2) Business Days) after such Originator has knowledge or receives notice thereof; provided, further, that no breach of a representation or warranty set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23, 5.26 or 5.27 shall constitute a Sale and Contribution Termination Event pursuant to this clause (c) if credit has been given for a reduction of the Purchase Price, the outstanding principal balance of the applicable Intercompany Loan Agreement has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 3.3(c) with respect to such breach;
(d) any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for thirty (30) days after the earlier of such Originator’s actual knowledge thereof or receipt of written notice thereof from the Buyer, the Administrative Agent or any Lender; or
(e) any Insolvency Proceeding shal...
Sale and Contribution Termination Events. As soon as possible, and in any event within three (3) Business Days after the Transferor becomes aware of the occurrence of each Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Sale and Contribution Termination Event or each event which with notice or the passage of time or both would become a Sale and Contribution Termination Event (an “Unmatured Sale and Contribution Termination Event”), a written statement of the chief financial officer, treasurer or other officer of the Transferor describing such Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Sale and Contribution Termination Event or Unmatured Sale and Contribution Termination Event and the action that the applicable Originator or the Transferor proposes to take with respect thereto, in each case in reasonable detail;
Sale and Contribution Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Sale and Contribution Termination Event”:
(a) The Facility Termination Date (as defined in the Receivables Purchase Agreement) shall have occurred; or
(b) The Transferor shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for two (2) Business Days; or
(c) Any representation or warranty made or deemed to be made by the Transferor (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and shall remain incorrect or untrue for ten (10) Business Days; or
(d) The Transferor shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue for thirty (30) days after the earlier of the Transferor’s knowledge or notice thereof.
Sale and Contribution Termination Events. 24 SECTION 8.1 Sale and Contribution Termination Events 24 SECTION 8.2 Remedies. 25 ARTICLE IX INDEMNIFICATION 25 SECTION 9.1 Indemnities by the Originators 25 -ii- 127299818\V-5 ARTICLE X MISCELLANEOUS 28 SECTION 10.1 Amendments, etc. 28 SECTION 10.2 Notices, etc. 28 SECTION 10.3 No Waiver; Cumulative Remedies 28 SECTION 10.4 Binding Effect; Assignability 29
Sale and Contribution Termination Events. Sale and Contribution Termination Events 27